Important disclosure information

Investors should carefully consider the investment objectives, risks, charges and expenses of the Redwood Private Real Estate Debt Fund. This and other important information about the Fund are contained in the prospectus, which can be obtained at redwoodmutualfunds.com or by calling 1-888-570-0805.The prospectus should be read carefully before investing.
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For definitions of certain terms, click here.
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This fund is an interval closed-end fund. The Fund is an appropriate investment only for those investors who can tolerate a high degree of risk and do not require a liquid investment.The Fund does not intend to list the Shares on any securities exchange and the Fund does not expect a secondary market in the Shares to develop. Because you will be unable to sell your Shares or have them repurchased immediately, you will find it difficult to reduce your exposure on a timely basis during a market downturn. All or a portion of an annual distribution may consist solely of a return of capital (i.e., from your original investment) and not a return of net investment income. The Fund has limited operating history and the shares have no history of public trading. The Fund is classified as “non-diversified” under the Investment Company Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by a single corporate, economic, political or regulatory occurrence. Although the Fund does not intend to invest in companies for the purpose of effecting change or influencing or controlling management itself, the Fund invests in companies that the Adviser believes have potential for capital appreciation resulting from such changes. The Adviser's evaluation of companies may prove incorrect, or the efforts which they invest may not be successful, or even if successful, may have unintended affects or cause the Fund's investment to lose value. The Bloomberg U.S. Treasury Index measures U.S. dollar-denominated, fixed-rate, nominal debt issued by the U.S. Treasury. Treasury bills are excluded from this index. Investors should carefully consider the investment objectives, risks, charges and expenses of the Redwood Private Real Estate Debt Fund. This and other important information about the Fund are contained in the prospectus, which can be obtained at redwoodmutualfunds.com or by calling. The prospectus should be read carefully before investing. The Redwood Private Real Estate Debt Fund is distributed by Distribution Services, LLC, member FINRA/SIPC.

Redwood Investment Management, LLC is a registered adviser with the United States Securities and Exchange Commission in accordance with the Investment Advisers Act of 1940. Such registration does not imply a certain level of skill or training and no inference to the contrary should be made. All materials are for informational purposes only and contain opinions of Redwood, which should not be construed as facts. Unless stated otherwise, none of the materials constitute an offer, nor a solicitation of an offer to invest in any of Redwood’s products, and otherwise affiliated funds. Proceeding to access any information contained herein, users are deemed to be representing to be allowed to do so by applicable laws, regulations, and approval by Redwood having obtained a username and password. There can be no guarantee that any strategy described will achieve its objective. Past performance is not a guarantee of future results. There is risk involved when investing in securities, which can include loss of principal. Please read carefully the disclosures provided within each document. By adding the fund to your portfolio with the intent of diversification, investor should understand that this does not assure a profit or protect against loss.

Footnotes
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¹ CRE - Commercial real estate encompasses properties used for business activities, including multi-family residences, hotels, office spaces, retail locations, and warehouses, aimed at generating profit through rental income or capital gain.

² Weighted Average Loan Coupon - represents the average interest rate of all loans in the portfolio, weighted by each loan’s par (or outstanding principal) balance. It is calculated by multiplying the stated coupon rate of each loan by its proportion of total par value, and then summing the results. This figure reflects the portfolio’s gross coupon exposure and does not account for fees, expenses, or the impact of defaults or prepayments.
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³ Loan Maturity - Average duration measures the weighted average time it takes for the principal of a loan or a portfolio of fixed-income securities to be repaid through interest and principal payments.
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‍⁴ Loan-to-Value - Loan-to-Value (LTV) ratio is a financial term used to express the ratio of a loan to the value of the asset purchased with the loan. An LTV ratio is calculated by dividing the loan amount by the appraised value or purchase price of the property, expressed as a percentage.

⁵ 12-Month Distribution Rate - is calculated as the distribution for the past 12 months and divided by the NAV per share on 7/31/2025. Distribution is derived solely by income from holdings in the fund. Depending on when an investor purchased their shares, the annualized distribution rate may be higher or lower.

Definitions

Treasury Inflation Protected Securities are represented by the The Bloomberg US Treasury Inflation-Linked Bond Index, which measures the performance of the US Treasury Inflation Protected Securities (TIPS) market. Long-Term Treasury is represented by the Bloomberg U.S. Treasury: Long Index, which measures U.S. dollar-denominated, fixed-rate, nominal debt issued by the U.S. Treasury with 10 years or more to maturity. 1st Lien (or first lien) debt is a type of legal debt secured by collateral, such as real estate. 1st lien debt holders are paid back before all other debt holders. If the borrower defaults on the loan, the lender can seize the collateral to recoup their losses until the loan has been repaid. Senior-Secured Commercial Real Estate (CRE) Paper A senior-secured loan ranks highest in order of repayments before other security holders. Senior securities are typically considered the safest offerings by a company, since in the event of a default, the holders of senior-secured loans will be repaid before other lenders. Senior-secured CRE paper relates specifically to CRE loans. Closed-End Fund is a type of fund that offers a fixed, limited number of shares. Closed-end funds are usually actively managed and concentrate on a specific industry or sector. Interval Fund is a distinctive category of closed-end investment fund, featuring shares that are not openly traded on the secondary market. Interval funds are designed to facilitate periodic repurchases, typically occurring on a monthly or quarterly basis. NAV (Net Asset Value) refers to the value of a fund's assets minus its liabilities. The fund's per-share NAV is then obtained by dividing NAV by the number of shares outstanding. Drawdown refers to how much an investment, fund, or portfolio is down from its peak to its lowest point over a specific period. It is usually expressed as a percentage. Drawdowns are generally a measure of downside volatility and historical risk. SOFR (Secured Overnight Financing Rate) is a benchmark interest rate that reflects the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is used as a replacement for LIBOR in many financial transactions. Floor Provision, or interest rate floor, is a contractual clause in a loan agreement that sets a minimum interest rate, ensuring the borrower won't pay less than that rate, even if market rates fall.

 Investment Grade Corporates are represented by the Bloomberg U.S. Corporate Bond Index, which measures the investment grade, fixed-rate, taxable corporate bond market. It includes U.S. Dollar denominated securities publicly issued by U.S. and non-U.S. industrial, utility and financial issuers. Bloomberg U.S. Aggregate Bond Index ("Investment-Grade Aggregate") is abroad-based flagship benchmark that measure the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities, and commercial mortgage-backed securities. Bloomberg U.S. Treasury:1-3 Year Index ("1-3 Year U.S. Treasury") is The Bloomberg US Treasury: 1-3 Year Index measures US dollar-denominated, fixed-rate, nominal debt issued by the US Treasury with 1-2.999 years to maturity. Bloomberg U.S. Mortgage Backed Securities (MBS) Index ("Residential Mortgage-Backed Securities”) tracks fixed-rate agency mortgage backed pass-through securities guaranteed by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC). The index is constructed by grouping individualTBA-deliverable MBS pools into aggregates or generics based on program, coupon and vintage. The Weighted Average Loan Coupon represents the average interest rate of all loans in the portfolio, weighted by each loan’s par (or outstanding principal) balance. It is calculated by multiplying the stated coupon rate of each loan by its proportion of total par value, and then summing the results. This figure reflects the portfolio’s gross coupon exposure and does not account for fees, expenses, or the impact of defaults or prepayments. Trailing 12-Month Distribution Rate is calculated as the distributions made in the past 12-months and divided by the NAV per share on 7/31/2025. Depending on when an investor purchased their shares, the annualized distribution rate may be higher or lower. There is no guarantee that investors will receive a distribution.

FINRA Broker Check:  https://brokercheck.finra.org/

CREMX is distributed by Distribution Services, LLC. Not affiliated with Redwood.

Effective April 30, 2025, The Fund's Board of Trustees approved a change in the name of the Fund from "Redwood Real Estate Income Fund" to "Redwood Private Real Estate Debt Fund."

20250819-4757504