Redwood Capital Management LLC

Fees and Compensation

Management fees may vary with each client and are explained more fully in each client’s Governing
Documents. Redwood is generally paid a management fee quarterly, billed either in advance or in arrears
in accordance with the terms of the relevant agreement with each client. The management fee is generally
1.0%-1.50% per annum (depending on the Fund) based upon the net asset value of the shares or interests
of each Fund held by investors.

Additionally, Redwood or its affiliate may receive (i) annual performance-based compensation of up to
20% of the realized and unrealized net profits of a Fund (“Incentive Compensation”) or (ii) a portion of the
distributions of the net profits of a Fund that would otherwise be distributed to such Fund’s investors
(“Carried Interest”), in each case as provided for in the applicable Governing Documents. Certain investors
will not bear Incentive Compensation on profits until any respective aggregate net losses from any prior
period are recovered. Additionally, some clients or investors may enter into agreements which do not
include performance-based compensation provisions. Performance-based compensation may vary with

each client and is explained more fully in each client’s Governing Documents. In addition, for Redwood
Opportunity Master Fund, Ltd., receipt of performance-based compensation is subject to a hurdle rate as
explained more fully in the applicable client’s Governing Documents.

Redwood or its affiliate, as applicable, may waive, modify or calculate differently the management fee and
any performance-based compensation paid by any client or investor in a Fund on a case-by-case basis.

Unless otherwise agreed upon with a client, management fees and performance-based compensation are
generally debited directly from Fund accounts and are billed to the Managed Account.

Management fees are prorated for partial periods. Incentive Compensation is generally charged at fiscal
year-end but may be charged during a fiscal year upon an investor’s redemption from a Fund, as applicable.
Redwood also receives Carried Interest on current income from Redwood Enhanced Income Fund, LP on
a quarterly basis. In the event of the termination of an investment management agreement between
Redwood and a client, the client will receive a refund of pre-paid fees attributable to any period after
termination, pursuant to the terms of such investment management agreement. Management fee refunds on
intra-period withdrawals are based on the number of days left in the period and the amount withdrawn, and
in the case of partial withdrawals, are credited against the next management fee charged.

No Redwood employee is compensated for the sale of securities or other investment products.

Expenses

As more fully described in each Fund’s Governing Documents, the Funds will generally bear expenses in
connection with their operations, which may include, without limitation: fees paid to Redwood and the
administrator; any and all fees, costs and expenses incurred in connection with legal, tax, financing,
accounting, auditing, advisory, procurement, other professional services, commissions payable to third
parties (including finders' fees and brokerage commissions), prime brokerage services, commercial banking
(including, without limitation, fees and expenses incurred in connection with the maintenance of bank or
custodian accounts, bank service fees), consulting, underwriting and private placement (including
commissions and discounts), transfer and depository services and due diligence (including market,
technology, financial and intellectual property diligence or background checks), in each case, provided or
otherwise related to the applicable Fund, its activities and its investments (whether or not previously
disposed) and prospective investments (whether or not consummated); Fund-related insurance costs to the
extent obtained (including, but not limited to, Redwood’s group insurance policy, D&O and E&O insurance
for Redwood and its affiliates or other similar insurance policies, financial institution bond insurance,
representation and warranty insurance, cyber-insurance and any other insurance for coverage of liabilities
to any person that are incurred in connection with the activities of a Fund) to protect the Fund, any principal
or controlling entity of Redwood, Redwood and its affiliates, the members and partners of Redwood and
its affiliates, and/or the directors, officers, employees, controlling persons, affiliates or agents of Redwood
and its affiliates, and certain others in connection with the activities of a Fund and any other persons serving
on the boards of directors (or equivalent) of any investments at the request of a Fund, and any costs or
commissions associated with insurance brokers; research expenses, including subscription fees, expert-
networks, 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,
...

Item 7 – Types of Clients

Redwood primarily provides investment advice to Funds, as described above. Investors in Funds may
include individuals, corporate and other institutional clients, and clients that are formed for the purpose of
investment and are exempt from registration under Section 3(c)(1) or 3(c)(7) of the Investment Company
Act of 1940, as amended (the “Company Act”). Redwood, however, is not precluded from advising types
of clients that are not listed above.

Investors in the Funds are generally required to make minimum initial investments, as described in the
applicable Fund’s Governing Documents. Such minimum investments, however, may be (and have been)
waived or modified by Redwood, in its sole discretion.
In order to invest in any of the Funds, an investor must be an accredited investor and, to the extent
applicable, if subject to performance-based compensation, a qualified client as defined by Section 205 of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 205-3 thereunder.
Additionally, all investors in the Private Funds exempted from the definition of investment company by
virtue of Section 3(c)(7) of the Company Act must be qualified purchasers as defined in Section 2(a)(51)
thereof and the rules thereunder.

Redwood is under no obligation to accept any prospective client or investor and may decline acceptance of
a prospective client or investor in its sole discretion.