Redwood Capital Management, LLC: investment adviser

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.

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.

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.

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.

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

from the collateral supporting the debt obligation in which it has purchased the participation. Further, in most cases, the holder of a participation will be bound by the actions or omissions of the seller of the participation and will be liable to indemnify the seller against expenses and liabilities allocable to the portion of the loan represented by the participation. Direct Loan Origination Activities. Direct lending may be riskier than other more established asset classes. Such investments are often negotiated directly with the portfolio company itself, with a private equity sponsor, or with another third party, as applicable. As a result, these investments are not broadly syndicated to a large, diverse group of lenders by a financial institution in the manner of bank loans, high yield bonds, or other similar assets in which Redwood invests. Redwood clients on their own may be the only lenders or part of a small, concentrated group of lenders invested in this part of the company’s capital structure. These investments are generally highly illiquid. There is a risk of not being able to sell or otherwise dispose of these assets or that any such disposition may be on terms that are not favorable. Chapter 11 Reorganizations. Generally, the Chapter 11 reorganization process, while often lengthy and contentious, is ultimately resolved by consent. In order to achieve a consensual plan and expedite distributions, secured and other senior debt holders may agree to allocate value, which would otherwise be allocated to them on a strict priority basis, to junior creditors who would not otherwise be entitled to such value or even anything at all. If this occurs, secured and other senior creditors may receive smaller distributions than they would otherwise be entitled to under a strict priority plan, although the present value of the reduced distributions could exceed the present value of full distributions made some years later. On the other hand, in some circumstances, holders of senior claims are unwilling to forego their absolute priorities. Senior claim holders may attempt to have their plan of reorganization approved by using the "cram down" process described below despite the risk of protracted litigation and the consequent delay in receiving distributions. A proposed plan of reorganization will be confirmed by a bankruptcy court, if, among other things, every class of creditors accepts the plan. A class of creditors has accepted a plan if at least two-thirds in amount and more than one-half in number of the allowed claims of voting creditors in such class vote to accept the plan. Acceptance by a class binds each creditor in such class. A proposed plan of reorganization will be confirmed despite the rejection by one or more dissenting classes if at least one class of creditors has accepted the plan and the plan provides that all remaining classes are dealt with based on the seniority of their claims, with each class to be paid in full before the next junior class of creditors are paid anything. In this "cram down" scenario, to the extent that clients hold claims that are junior to those of any dissenting class or classes, they could realize little or nothing on such claims. Restrictions on Trading Due to Status. It is possible that Redwood may deem it necessary to seek representation on the board of directors of, or on official or unofficial creditors committees for, a distressed company in order to better monitor the financial condition of the distressed company or developments in the proceeding and/or to be in an improved position of advocacy during any negotiations. Such representation could, however, cause Redwood and/or its clients to be deemed to be “insiders” or “fiduciaries” of the distressed company or of a creditors committee, in which case the ability of Redwood to trade in the securities and claims of such company could be restricted. At times when a Fund holds substantial positions in, or is deemed an affiliate of, a particular issuer, the Fund may become subject to certain securities laws restrictions that could impact its liquidity and portfolio management, including Rule 144 under the Securities Act of 1933, as amended, the disclosure requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the short-swing profit and reporting requirements of Section 16 of the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act, and similar foreign securities and antitrust regulations. To the extent that other clients or affiliates of Redwood are subject to such restrictions, a Fund, by virtue of its affiliation with such entities, may be similarly restricted regardless of whether the Fund itself holds a position that would independently trigger such restrictions.

High Yield Securities. Redwood may make significant investments in "high yield" bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lowerrated securities. Concentration of Holdings. At certain times, client accounts may hold a few, relatively large (in relation to their capital) investment positions in the same or similar financial instruments, markets or industries or that individually or in the aggregate exhibit substantial price volatility, with the result that a loss in any such position could have a material adverse impact on portfolio values. To the extent that Redwood makes such concentrated investments, the exposure to credit and market risks associated with such financial instruments, markets or industries will be increased. Hedging Strategies. Redwood may, but is not required, to attempt to hedge portfolio positions and, for various reasons, may determine not to do so. Furthermore, Redwood may not anticipate a particular risk so as to hedge against it. Redwood may utilize financial instruments, both for investment purposes and for risk management purposes, in order to (i) protect against possible changes in the market values of clients’ investment portfolio resulting from fluctuations in the commodity markets, (ii) protect the unrealized gains in the value of client investment portfolios, (iii) facilitate the sale of any such investments, (iv) enhance or preserve returns, spreads or gains on any investment, (v) hedge the interest rate or currency exchange rate on any liabilities or assets, (vi) protect against any increase in the price of any commodities Redwood anticipates purchasing at a later date or (vii) for any other reason that Redwood deems appropriate. The success of any hedging strategy will depend on Redwood’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio positions being hedged. Since the characteristics of many securities change as markets change or time passes, the success of any hedging strategy will also depend on Redwood’s ability to continually recalculate, readjust, and execute hedges in an efficient and timely manner. While Redwood may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the relevant client account than if Redwood had not engaged in any such hedging transactions. For a variety of reasons, including cost and the probability of occurrence of a particular risk, Redwood may not hedge against all risks or may not establish a perfect correlation between hedging instruments and the portfolio positions being hedged. An imperfect correlation may prevent Redwood from achieving the intended hedge, and a failure to hedge or an imperfect hedge may expose client accounts to the risk of loss. Illiquid Instruments. Certain instruments may have no readily available market or third-party pricing. Reduced liquidity may have an adverse impact on market price and Redwood’s ability to sell particular securities when necessary to meet liquidity needs or in response to a specific economic event, such as the deterioration of creditworthiness of an issuer. In some cases, the relevant portfolio may be contractually prohibited from disposing of certain securities for a specified period of time. Reduced liquidity in the

secondary market for certain securities may also make it more difficult for Redwood to obtain market quotations based on actual trades for the purpose of valuing a Fund’s portfolio. Leverage and Financing Risks. Redwood may use leverage in connection with its investment program. Accordingly, Redwood may pledge client assets in order to borrow additional funds for investment purposes. Leverage may also be created through the use of options, short sales, swaps, credit default swaps, forwards and other derivative instruments. While leverage presents opportunities for increasing the total return on investments, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment could be magnified to the extent leverage is utilized. In an unsettled credit environment, Redwood may find it difficult or impossible to obtain leverage for client accounts. Since the use of leverage is an important element of certain investment strategies, the inability to obtain leverage could prevent Redwood from fully implementing its strategy and could reduce returns. In addition, any leverage obtained, if terminated on short notice by the lender, could result in Redwood being forced to unwind positions quickly and at prices that Redwood deems to be below fair value. Portfolio Company Leverage. Redwood’s investments may include portfolio companies whose capital structures have significant leverage. The leveraged capital structure of such portfolio companies will increase the exposure of the portfolio companies to adverse economic factors, such as rising interest rates, downturns in the economy or deteriorations in the condition of such company or its industry. In the event that such a portfolio company is unable to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness, the value of the investment in such company could be significantly reduced or even eliminated. Event-Driven Investing. Event-driven investing requires making predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed 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 in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of operations may be expected to fluctuate from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Necessity for Counterparty Trading Relationships; Counterparty Risk. Redwood has established relationships to obtain financing and prime brokerage services that permit Redwood to trade in a variety of markets or asset classes over time; however, there can be no assurance that Redwood will be able to maintain such relationships or establish such relationships. An inability to establish or maintain such relationships would limit Redwood's trading activities could create losses, preclude accounts from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and prevent

Redwood from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before Redwood establishes additional relationships could have a significant impact Redwood’s business due to Redwood’s reliance on such counterparties. Some of the markets in which Redwood may effect transactions are not "exchange-based", including "overthe-counter" or "interdealer" markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of "exchange-based" markets are subject. The lack of evaluation and oversight of over-the-counter markets exposes client accounts to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing clients to suffer losses. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where Redwood has concentrated its transactions with a single or small group of counterparties. Generally, Redwood will not be restricted from dealing with any particular counterparties. Redwood’s evaluation of the creditworthiness of counterparties may not prove sufficient and the absence of a regulated market to facilitate settlement may increase the potential for losses by clients. Counterparty Insolvency. Client assets may be held in one or more accounts maintained by counterparties. There is a risk that any of such counterparties could become insolvent and/or subject to insolvency proceedings. The insolvency of counterparties is likely to impair the operational capabilities of Redwood and limit access to client assets. There also exists the risk that the recovery of client assets from counterparties could be delayed or be of a value less than the value of the instruments or assets originally entrusted to such counterparties. In addition, Redwood may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to client assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on clients’ assets. Exchange Rate Fluctuations; Currency Considerations. Redwood may invest a portion of clients’ assets in instruments denominated in non-U.S. currencies, the prices of which are determined with reference to currencies other than the U.S. dollar. Redwood may hedge its non-U.S. currency exposure, but it may not always be practicable or economical to do so. Moreover, Redwood may choose not to enter into hedging transactions in order to obtain the non-U.S. currency exposure associated with such investments. To the extent unhedged, the value of clients’ positions in non-U.S. investments will fluctuate with U.S. dollar exchange rates as well as the price changes of the investments in the various local markets and currencies. In such cases, an increase in the value of the U.S. dollar compared to the other currencies in which Redwood makes its investments will reduce the effect of any increases and magnify the effect of any decreases in the prices of clients’ investments in their local markets and may result in losses to client accounts. Furthermore, accounts may incur costs in connection with conversions between various currencies. NonU.S. currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to Redwood at one rate, while offering a lesser rate of exchange should Redwood desire immediately to resell that currency to the dealer. Redwood will conduct currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market, or through entering into forward or options

contracts to purchase or sell non-U.S. currencies. It is anticipated that most currency exchange transactions will occur at the time non-U.S. investments are purchased and will be executed through the local broker or custodian. Investment in Real Estate and Real Estate Related Securities. Investments in real estate investment trusts, other real estate related securities or indices and fee simple assets and/or derivatives upon these instruments are subject to the risks incident to the ownership and operation of real estate generally. Some of the risks associated with investments in real estate and/or related derivatives are declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values and the appeal of properties to tenants and changes in interest rates. The ultimate performance and value of real estate investments depends in large part on each property’s ability to generate sufficient cash flows necessary to pay interest and principal on indebtedness or to provide a return on equity investment. There can be no assurance of profitable operations because the cost of owning real estate may exceed the income produced, particularly since certain expenses such as property taxes, utility costs, maintenance costs and insurance tend to increase over time and are largely beyond the control of the owner. In addition, liabilities related to environmental hazards, mold, air quality, casualty and condemnation could substantially impair a borrower’s ability to pay and reduce the value of real estate assets in which the Funds hold an interest. Certain real estate investments may involve properties that are in financial distress or located in economically distressed areas, which may amplify these risks. Litigation Risk. As a result of certain of the Funds’ investment strategies and the possibility that such Funds may participate in restructuring or similar activities, it is possible that a Fund may become involved in litigation either initiated by it, or by a company in which a Fund invests or the company’s shareholders, or state, federal and foreign governmental bodies. The investment activities of each such Fund subject it to the risk of becoming involved in litigation by third parties, especially in instances where such Fund exercises control of, or significant influence over, a portfolio company’s operations, or a Fund is a creditor or lender to a portfolio company and may seek to better position itself as a creditor or lender relative to, and to the detriment of, other creditors or lenders of such portfolio company. There can be no assurance that any such litigation, once begun, would be resolved in favor of a Fund. The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the relevant Fund and would reduce net assets. In addition, a Fund may acquire direct or indirect interests in portfolio company securities through secondary market transactions from existing holders. Such transactions typically are subject to relatively extensive contractual requirements involving multiple parties and, accordingly, entail contractual risks and risks of potential litigation. Interest Rate Risk. Redwood’s investments are subject to interest rate risk. Generally, the value of fixed rate debt securities will change inversely with changes in interest rates. As interest rates rise, the market value of debt securities tends to decrease. Conversely, as interest rates fall, the market value of debt securities tends to increase. This risk will be greater for long-term securities than for short-term securities. A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on net investment income. An increase in interest rates could decrease the value of any investments with interest rate floors above prevailing rates or earning fixed interest rates, and also could increase interest expense, thereby decreasing its net income. The London Interbank Offered Rate (“LIBOR”) for U.S. Dollars, which is commonly used as a reference rate within various financial contracts (any such rate, a “Reference Rate”), ceased publication after June 30, 2023 (the one-week and two-month

tenors of U.S. Dollar LIBOR ceased to be published after December 31, 2021). The Alternative Reference Rates Committee (the “ARRC”) convened by the Board of Governors of the Federal Reserve System (“FRB”) recommended certain SOFR term rates as the replacement (in commercial loan agreements) for U.S. Dollar LIBOR. The ARRC's recommendations are consistent with replacements proposed under the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), which became effective in March 2022, and the final rule implementing the LIBOR Act adopted by the FRB, which became effective in February 2023. The FRB also recommended certain SOFR-based replacements for derivative transactions. The Secured Overnight Financing Rate (“SOFR”) is a secured, risk-free rate, where LIBOR was an unsecured rate reflecting counterparty risk, and certain of the recommended replacement rates proposed by the ARRC and under the LIBOR Act included a credit spread adjustment to address this difference. However, in new issue transactions (i.e., transactions not transitioning from London interbank offered rates) a market practice developed to absorb the credit spread adjustment as part of the pricing spread over the applicable benchmark rate, as opposed to indicating a credit spread adjustment as a separate item (for example, as an adjustment to a SOFR-based benchmark rate) within the applicable benchmark rate. Considered in their entirety, the impacts of the discontinuation of U.S. Dollar LIBOR on financial markets generally and on the specific financial contracts to which the Fund is a party may adversely affect performance. Non-U.S. Investments. Redwood may invest a portion of its assets in securities of non-U.S. corporations, which are traded in non-U.S. markets. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Investing in the securities of companies in non-U.S. countries may involve certain considerations not usually associated with investing in securities of U.S. companies or U.S. markets or on U.S. exchanges, including political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on dividends, interest, capital gain or other income; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict Redwood’s investment opportunities. In addition, accounting and financial reporting standards that prevail in such countries generally are not equivalent to U.S. standards and, consequently, less information is available to investors in companies located in such countries than is available to investors in companies located in the U.S. In recent years, the governments of some countries have encountered difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Redwood may have limited legal recourse in the event of a default with respect to certain sovereign debt obligations it holds. For example, remedies from defaults on certain sovereign debt obligations, unlike those on private debt, must, in some cases, be pursued in the courts of the defaulting party itself or may even be precluded (or limited) under principles of sovereign immunity. There is also less regulation, generally, of the securities and commodities markets in such countries than there is in the U.S. Options. The Funds may incur risks associated with the sale and purchase of call options. The seller (writer) of a call option which is covered (i.e., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher

prices, thereby reducing or eliminating the value of the premium. Purchasing securities to cover the exercise of an uncovered call option can cause the price of the securities to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium investment in the call option. Options may be exchange traded or traded over-the-counter (off the exchange markets) directly with dealers. To the extent an over-the-counter option is a tailored investment for Redwood, it may be less liquid than an exchange-traded option. Further, as with other derivative investments, over-the-counter options are subject to counterparty risk. A client will have the credit risk that the seller of an over-the-counter option will not perform its obligations under the option agreement if the client exercises the option. Commodity-Related Instruments. The production and marketing of commodities may be affected by actions and changes in governments. In addition, commodity-related instruments may be cyclical in nature. During periods of economic or financial instability, commodity-related instruments may be subject to broad price fluctuations, reflecting volatility of energy and basic material prices and possible instability of supply of various commodities. Commodity-related instruments may also experience greater price fluctuations than the relevant commodity. In periods of rising commodity prices, such instruments may rise at a faster rate; and conversely, in times of falling commodity prices, such instruments may suffer a greater price decline. Liability Management Exercises. The Funds may, from time to time, invest in or be impacted by liability management exercises undertaken by portfolio companies. Such exercises involve negotiations with a subset of the company’s creditors, often to provide certain lenders with a priority position over others in exchange for concessions, such as fresh capital infusions or reductions in claims (commonly referred to as “haircuts”). While these transactions may be conducted within the allowances of the applicable loan agreements, they can create significant risks. Creditors who are subordinated as a result of these exercises may challenge the arrangements through litigation, alleging breaches of contractual, fiduciary, or other legal obligations. Such disputes may lead to costly and protracted legal proceedings that could affect the financial stability of the portfolio company and, by extension, the value of a Fund’s investment. Additionally, if a Fund is excluded from the negotiating group or does not receive a prioritized position in the restructured capital structure, it may face adverse consequences, such as diminished recovery prospects or subordination of its claims. Even if a Fund is included in the negotiation, the terms agreed upon may not yield the anticipated benefits, or the process itself may cause reputational or operational harm to the portfolio company, one or more Funds and/or Redwood. The complexity and high-stakes nature of these exercises amplify the risks of unfavorable outcomes, which could materially and adversely impact a Fund’s performance. Equity Securities. Redwood may invest in the securities of small and development-stage companies, which securities may be subject to more abrupt or erratic market movements than securities of larger, more established companies, because there is less marketplace information regarding smaller companies, such securities typically are traded in lower volume and such companies typically are subject to a greater degree to changes in earnings and prospects. Liquidation of Securities. Dispositions of securities may be effected through, among other methods, open market sales, inclusion in public offerings in which insiders may liquidate their holdings, or divestiture through privately negotiated sales to private sector buyers. Timing of the disposition of securities is critical to realizing optimal returns on investments, and depends on the issuer’s performance, the judgment of controlling investors as to value, financial market conditions and opportunities, and governmental restrictions or incentives, some or all of which may influence the possibility or profitability of such disposition. There can be no assurance that there will be a market for the holdings when Redwood believes it appropriate to dispose of them.

Short Selling. Short selling involves selling securities which are not owned by the short seller, and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the seller to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to Redwood of buying those securities to cover the short position. There can be no assurance that Redwood will be able to maintain the ability to borrow securities sold short. In such cases, Redwood can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Derivatives; Swaps. Redwood may purchase and sell derivatives. “Derivatives” are financial instruments or contractual arrangements whose economic results depend upon, or are derived by reference to, other securities (equity or fixed income), commodities, currencies, interest rates, indices, or other assets, the relative values of two or more items or assets, economic or other activities, or other items. Some derivatives are standardized instruments, such as futures contracts or options traded on recognized exchanges. Other derivatives are directly negotiated contractual arrangements with one or more counterparties. Terms, conditions and characteristics of derivatives vary widely, and new structures and products are developed continually. Such products are often complex, involve significant leverage, and are dependent upon credit and other considerations affecting the ability or willingness of the counterparties with which Redwood deals to perform as anticipated. In general, derivatives involve a high degree of risk (including the possibility of total loss) as well as the opportunity for gain. Swap transactions are privately negotiated, non-standardized derivative agreements between Redwood and a counterparty to exchange or swap investment cash flows or assets at specified intervals in the future measured by different commodities or other items, indices, or prices, with payments generally calculated by reference to a principal (“notional”) amount or quantity. Swap trading is similar to the spot and forward markets in that banks, broker-dealers or their affiliates generally act as principals in the swap markets, and Redwood is subject to risks similar to those described in the discussion of the spot and forward markets, below. Redwood may also enter into credit default swap agreements. In a credit default swap, the buyer is obligated to pay the seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event, such as bankruptcy, failure to pay, or obligation acceleration, with respect to an underlying reference obligation. Credit default swaps involve greater risks than if Redwood had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to liquidity risk, counterparty credit risk, and the risk that no credit event will occur and the buyer will lose its entire premium investment. In certain circumstances, the buyer of a credit default swap can receive the notional value only by delivering a physical security to the seller, and is at risk if a deliverable obligation is unavailable or illiquid. The mark-to-market and unwind levels for credit default swaps depend on a number of factors, including applicable reference rates, yield curves, and recovery rate assumptions, all of which can change rapidly and unpredictably. Other Derivative Instruments. Redwood may take advantage of opportunities with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objective of the Fund and legally permissible. Special risks may apply to instruments that are invested in by Redwood in the future that cannot be determined at this time or until such instruments are developed or invested in. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk.

Mortgage-Backed Securities. Mortgage-backed securities are subject to credit risk associated with the performance of the underlying mortgage properties. Factors such as consumer spending habits, local economic and competitive conditions, tenant occupancy rates and regulatory or zoning restrictions, or the loss of a major tenant may adversely affect the economic viability of a mortgaged property. In addition, these securities are subject to prepayment risk. Some securities have a structure that makes their reaction to interest rates and other factors difficult to predict, making their value highly volatile. Emerging Market Investments. Redwood may invest a portion of its assets in securities of companies based in emerging countries or issued by the governments of such countries. Emerging markets have different clearance and settlement procedures than those in developed markets, and in certain financial markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of each Fund is uninvested and no return is earned thereon. The inability to make intended securities purchases due to settlement problems could cause a Fund to miss potential investment opportunities. Inability to dispose of securities due to settlement problems either could result in losses due to subsequent declines in the value of the securities or, if entered into a contract to sell the securities, could result in possible liability to the purchaser. Foreign investment in certain instruments is restricted or controlled to varying degrees in certain emerging markets. These restrictions or controls may at times limit or preclude foreign investment in certain emerging market instruments and increase the costs and expenses. Certain emerging markets require prior governmental approval of investment by foreign persons, limit the amount of investment by foreign persons in a particular company, limit the investment by foreign persons only to a specific class of securities of a company that may have less advantageous rights than the classes available for purchase by residents of the countries, or impose additional taxes on foreign investors. Certain emerging markets may also restrict investment opportunities in issuers in industries deemed important to national interests. Additionally, certain emerging markets may require governmental approval for, or otherwise restrict, the repatriation of investment income, capital, or proceeds of sales of securities by foreign investors. Certain emerging markets also present additional risks not typically found in more developed markets, including: less extensive regulation of securities markets and a less developed compliance culture; less developed, reliable or independent judiciary systems for the enforcement of contracts or claims, and limited ability to obtain or enforce judgments against governmental entities or counterparties; risks associated with differing cultural expectations and norms regarding business practices; and threats or incidents of corruption or fraud that may adversely affect the value of client investments. The laws and regulations in some emerging market countries may be vague, contradictory, incomplete or subject to varying interpretation, any of which may expose client accounts to losses. The independence of judicial systems and their immunity from economic, political or nationalistic influences remains largely untested in many countries, which may further limit the ability of the Funds to protect their interests. Non-Diversification. It is possible that, at a given time, positions (long or short) in a concentrated number of issuers may comprise all or substantially all of a Fund’s portfolio. Accordingly, the investment portfolio of the Fund may be subject to more rapid change in value than would be the case if the Fund were required to maintain a wide diversification among types of securities, issuers, industries and geographic areas. Liability Resulting from Investing Through Commingled Special Purpose Vehicles. Redwood has and may establish special purpose vehicles to hold client investments. Holding investments through special purpose vehicles exposes the client to risks not present in direct investments, particularly when the client participates in a special purpose vehicle in conjunction with third parties. In certain circumstances, depending on the jurisdiction of organization, applicable tax treaties and other tax, legal or business considerations, special purpose vehicles through which multiple advisory clients of Redwood make investments may not provide

for complete segregation of assets and liabilities. Accordingly, if any advisory clients are unable or unwilling to meet all of their respective obligations, liabilities and/or shortfalls associated with the underlying investment in which they hold an interest through a special purpose vehicle, the other advisory clients, may be adversely affected. Moreover, investing through special purpose vehicles alongside other clients may expose the Funds to governance risks, including limited control over decision-making processes, conflicts of interest relating to the allocation of investment opportunities, costs and expenses, and potential restrictions on the liquidity or transferability of interests. Additionally, regulatory or compliance requirements applicable to special purpose vehicles in certain jurisdictions may impose additional obligations or constraints on the Funds, potentially increasing costs or limiting operational flexibility. Insurance. Redwood and the Funds currently maintain certain insurances, including liability or D&O insurance, to cover the Funds’ portfolio companies or other legal entities in which the Funds invest. However, there can be no assurance that insurance will be available or sufficient to cover any potential risks. Insurance against certain risks may be unavailable, available in amounts that are less than the full market value or replacement cost of investments or underlying assets or subject to a large deductible. Some losses, however, may be either uninsurable or not economically insurable. Should an uninsured loss occur, the Funds could lose the anticipated income from the relevant investment. Because the Funds are pooled investment funds, all of the Funds’ assets may be at risk in the event of an uninsured liability to third parties. Reliance on Key Personnel. The success of client accounts depends in substantial part on the skill and expertise of Ruben Kliksberg, Sean Sauler and other key investment professionals and employees of Redwood. There can be no assurance that Mr. Kliksberg, Mr. Sauler or other key personnel will continue to be employed by Redwood. The loss of one or more key personnel could have a material adverse effect on the performance of client accounts and on Redwood’s ability to implement its investment strategies. Redwood does not currently maintain key person insurance with respect to any of its employees. Lender Liability and Equitable Subordination. In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various legal theories collectively referred to as “lender liability.” Generally, lender liability is founded upon the premise that an institutional lender has violated a duty of good faith and fair dealing owed to the borrower, or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of Redwood’s investment and lending activities, client accounts could be subject to allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lending institution intentionally acts in a manner that results in the undercapitalization of a borrower to the detriment of other creditors, engages in other inequitable conduct, engages in fraud, or uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors, a court may elect to subordinate the claim of the offending lender to the claims of the disadvantaged creditors, a remedy known as “equitable subordination.” Because Redwood may actively seek to improve the position of client accounts relative to, and potentially to the detriment of, other creditors or lenders, the risk of lender liability or equitable subordination claims may be heightened. In certain cases, client accounts may not be the lead creditor, and lender liability or equitable subordination claims affecting a client’s investments could arise as a result of the conduct of co-lenders without the direct involvement of Redwood. Regulatory Matters. The Funds do not intend to register as investment companies under the Investment Company Act of 1940, as amended, in reliance upon exceptions available to privately offered funds. Accordingly, certain provisions of that Act which are designed to protect investors, including requirements relating to governance, custody segregation and the regulation of the adviser-fund relationship, will not be applicable to the Funds. Globally, legal, tax and regulatory changes may occur and such changes may

adversely affect the Funds. The regulatory environment for private investment funds is evolving, and changes in the regulation of such funds and the financial markets generally may adversely affect the value of investments held by the Funds, the ability of the Funds to obtain leverage, or the ability of the Funds to pursue their investment strategies. The SEC, other regulators, and self-regulatory organizations are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. The effect of any future legal, tax or regulatory change on the Funds could be substantial and adverse. Master-Feeder Fund Structures. As noted above, Redwood advises several Private Funds through a “masterfeeder” structure pursuant to which each Feeder Fund contributes substantially all of its assets to the applicable Master Fund. The use of a master-feeder structure also may create a conflict of interest in that different tax considerations for each Feeder Fund may cause the Master Fund to structure or dispose of an investment in a manner that is more advantageous to one Feeder Fund. In addition, while the Feeder Funds invest substantially all of their assets in the applicable Master Fund, the Feeder Funds are authorized to invest outside of the Master Fund. In this regard, one or more Feeder Funds may make investments directly in certain entities or other assets for tax, regulatory or other similar purposes that may be deemed more advantageous to such Feeder Fund (as opposed to the master-feeder structure as a whole) given the differing tax considerations of the applicable Feeder Fund. As a result, there may be differences in performance returns between investors in certain Feeder Funds that invest in the same Master Fund. Finally, situations may arise where the Funds and/or other clients make an investment in the securities of the same issuer, but Redwood structures such transaction in a manner that results in one or more of such entities holding all or more than its pro rata share of the voting interest of such securities relative to the other entities participating in such transaction, for certain regulatory or other similar purposes. In such circumstances, Redwood does not anticipate that the economic interest of the foregoing clients will be affected by such structures, however, Redwood may have a conflict with respect to voting the securities of such issuers and other matters relating to such investments in relation to the participating clients. As further described in Item 11 under “Additional Considerations” below, if a potential conflict arises, so far as practicable, Redwood will seek to address such conflicts in a manner that it believes to be fair and reasonable to its clients. Additional Risks Related to Redwood Cybersecurity Risk. Redwood, service providers and other market participants increasingly depend on information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect clients and their investors, despite the efforts of Redwood and service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to clients and their investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Redwood’s systems to disclose sensitive information in order to gain access to Redwood’s data or that of clients and investors. A successful penetration or circumvention of the security of Redwood’s systems could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause a client, Redwood or their respective service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Similar types of operational and technology risks are also present for portfolio companies in which Redwood’s clients invest, which could have material adverse consequences for such portfolio companies, and may cause a client’s investments to lose value.

Risk Management Failures. Although Redwood attempts to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Moreover, many risk management techniques, including those employed by Redwood, are based on historical market behavior, but future market behavior may be entirely different and, accordingly, the risk management techniques employed on behalf of the Funds may be incomplete or altogether ineffective. Similarly, Redwood may be ineffective in implementing or applying risk management techniques. Any inadequacy or failure in risk management efforts could result in material losses to the Funds. Systems and Operational Risk. Redwood relies on certain financial, accounting, data processing and other operational systems and services that are employed by Redwood and/or by third party service providers, including prime brokers, the third-party administrator, market counterparties and others. Many of these systems and services require manual input and are susceptible to error. These programs or systems may be subject to certain defects, failures or interruptions. For example, Redwood and its clients could be exposed to errors made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or related to other similar disruptions in the clients’ operations. In addition, despite certain measures established by Redwood and third-party service providers to safeguard information in these systems, Redwood, clients and their third-party service providers are subject to risks associated with a breach in cybersecurity which may result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. Any such errors and/or disruptions may lead to financial losses, the disruption of the client trading activities, liability under applicable law, regulatory intervention or reputational damage. Valuation of Portfolio Holdings. Redwood faces various conflicts of interest in connection with its valuation of client assets. In particular, Redwood is incentivized to value client assets higher because it would result in increased asset-based and performance-based fees, and in some cases, increased compensation for personnel. Moreover, higher valuations may result in better reported investment performance, potentially assisting Redwood in marketing its investment advisory services. Conflicts of interest may be heightened in the case of assets that do not have readily ascertainable market values. To address these conflicts, Redwood has adopted and implemented policies and procedures for the valuation of client securities, which includes a pricing methodology for each type of investment, a description of Redwood Valuation Committee’s composition, function, and responsibilities, and the procedures to deal with in circumstances when third-party pricing sources are deemed to be not reliable or not accurate. Effects of Health Crises and Other Catastrophic Events. Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on clients' investments and Redwood’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for client portfolio companies. In addition, under such circumstances the operations, including functions such as trading and valuation, of Redwood and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, public health emergencies or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities and

increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire or invest in companies, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Funds to execute their strategies. This may slow the rate of future investments by the Funds and result in longer holding periods for investments. Failure of Financial Service Providers. The failure of a bank, lender, broker, custodian or other financial service provider (each, a “Financial Service Provider”) with which the Funds or their portfolio companies have a commercial relationship could adversely affect, among other things, the Funds’ and portfolio companies’ ability to access deposits, establish or utilize lines of credit, consummate transactions and meet obligations, which in turn could have a material adverse impact on the Funds and their portfolio companies. While Redwood will seek to utilize Financial Service Providers that it believes are creditworthy and capable of fulfilling their obligations, the failure of a Financial Service Provider may be caused by factors outside of Redwood’s or the Funds’ control, including negative market sentiment, a rapidly changing interest rate environment, a run on deposits or other liquidity events. The failures of Silicon Valley Bank and Signature Bank in March 2023 illustrate these risks. Assets held by regulated Financial Service Providers in the U.S. are frequently insured up to stated amounts by the FDIC, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers. Although governmental intervention resulted in additional protections for depositors in connection with those failures, there is no guarantee that governmental intervention will occur in the future or that any such intervention will prevent losses on, or delays in accessing, uninsured amounts. Neither the Funds nor their portfolio companies are expected to limit deposit or other accounts at any particular Financial Service Provider to the minimum insured amounts, and accordingly the Funds and their portfolio companies are subject to losses in respect of uninsured amounts in the event of a Financial Service Provider failure. The ability to spread banking and other financial relationships among multiple Financial Service Providers may also be limited by contractual arrangements, including requirements under subscription credit facilities and other business and operational considerations. Sustained Financial Market or Financial Institution Illiquidity. Redwood and its clients face certain risks in the event of a sustained deterioration of domestic or international financial market liquidity, as well as in the event of sustained deterioration in the liquidity, or failure, of their clearing, cash management and custodial financial institutions. In particular, Redwood, for itself or on behalf of its clients, may be unable to access funds in deposit accounts and clearing accounts on a timely basis to make payments to agents or counterparties, or to pay investor withdrawals. Any resulting need to access other sources of liquidity or short-term borrowings would increase costs and any delay or inability to make such payments or to pay withdrawals could adversely impact Redwood’s and/or a client’s financial condition or performance. Furthermore, in the event of a major bank failure, Redwood and its clients could face major risks to the recovery of bank deposits. A portion of cash and cash equivalents held at U.S. banks is not subject to federal deposit insurance protection against loss as they exceed the federal deposit insurance limit. Similarly, cash and cash equivalents held at foreign banks may not enjoy benefits such as the United States’ federal deposit insurance protection. Redwood and/or its clients may be unable to borrow from financial institutions or institutional investors on favorable terms, or at all. If financial liquidity deteriorates, there can be no assurance Redwood and/or its clients won’t experience an adverse effect, which may be material, on their ability to access capital or contingent liquidity sources. Technology, Artificial Intelligence and Automation. The SEC has indicated that the use of artificial intelligence (“AI”) programs, bots and applications, AI Models (“AI Model(s)”) may have implications under securities laws including, but not limited to, the Advisers Act and the Securities Act, and the new Marketing Rule. While technological developments increase access and choice, they also pose considerations as to conflicts of interest, systemic risk and public policy. While AI Models can be useful

tools, they also present several compliance risks that must be carefully managed to ensure that Redwood remains in compliance with all applicable regulations and laws. These compliance risks include but are not limited to: Recordkeeping, Confidentiality, Privacy, Quality and Output, Fiduciary Duty, Intellectual Property, Lack of Transparency, Surveillance, Manipulation and Bias, and Loss of Human Influence/Oversight. Reliance on Technology. When utilizing AI Models, the output received by Redwood may impact its strategies and techniques and may be somewhat dependent on technology, including hardware, software and telecommunications systems. The data gathering and processing, research, forecasting, portfolio construction, transaction allocation, risk management, operational, back office and accounting systems, among others, utilized by Redwood may be highly automated and computerized. Such automation and computerization is dependent upon an extensive amount of software, software created by third-parties of Redwood and third-party hardware and software. Such dependencies (on third-party software) may continue to increase over time. This software and third-party hardware and software are known to have errors, omissions, imperfections and malfunctions (known as, “Coding Errors”). Coding Errors in thirdparty hardware and software are generally entirely outside of the control of Redwood.

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.

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

adversely impact the value and liquidity of a portfolio company. To the extent that the client holds securities in a portfolio company with rights, preferences and privileges that are different than those held by other clients in the same portfolio company, Redwood expects to be presented with decisions when the interests of the client and the other clients are in conflict. It is possible that in a bankruptcy proceeding, out-of-court restructuring or other corporate action, a client’s interest may be subordinated or otherwise adversely affected by virtue of the other clients’ involvement and actions relating to its investment. As a result, Redwood may have a conflict with respect to voting the securities of such issuers and other matters relating to various investments. Redwood will seek to address such conflicts in a manner that it believes to be fair and reasonable to the client and its other clients over time and based on the particular factual circumstances. The Advisory Affiliates may also have ongoing relationships with companies whose securities are in or are being considered for Redwood’s clients. Redwood recognizes that conflicts may arise under such circumstances and will endeavor to treat all clients fairly and equitably. Redwood and/or its related persons may, and currently do, invest in the Funds and, in certain cases, do, in the aggregate, hold a substantial portion of a Fund’s assets. Such investments pose a risk that Redwood or individuals who are in a position to control the allocation of investment opportunities to Redwood’s client accounts will favor those Funds in which Redwood and/or its related persons invest, particularly in the case of limited opportunities (such as IPOs and private placements) or other investments that are otherwise subject to limited capacity. Redwood’s procedures require the objective allocation for limited opportunities to ensure fair allocation among accounts. Redwood and/or its related persons have access to information that is not available to other investors in such Funds. Investors should ultimately refer to the applicable Governing Documents for detailed disclosures regarding potential and actual conflicts of interest associated with their investment.

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.

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.