Redwood Real Estate Income Fund Sample Contracts

CUSTODY AGREEMENT Dated _April 18_, 2023 Between UMB BANK, N.A. and REDWOOD REAL ESTATE INCOME FUND CUSTODY AGREEMENT
Custody Agreement • May 1st, 2023 • Redwood Real Estate Income Fund

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”) and Redwood Real Estate Income Fund, a Delaware statutory trust (the “Fund”).

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Standard Contracts

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting and Recordkeeping Agreement • May 1st, 2023 • Redwood Real Estate Income Fund

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 20th day of April, 2023, by and between Redwood Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

PLATFORM MANAGEMENT AGREEMENT
Platform Management Agreement • May 1st, 2023 • Redwood Real Estate Income Fund • Delaware

THIS AGREEMENT (the “Agreement”) is made as of the 20th day of April, 2023, by and between Redwood Real Estate Income Fund (the “Fund”), a Delaware statutory trust, and UMB Fund Services Inc., a Wisconsin corporation (“UMBFS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • May 1st, 2023 • Redwood Real Estate Income Fund

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of this 20th day of April, 2023, by and between Redwood Real Estate Income Fund, a Delaware statutory trust (the “Trust”), and UMB Distribution Services, LLC, a Wisconsin limited liability company (“Provider”).

Redwood Real Estate Income Fund AMENDED AND RESTATED BY-LAWS
By-Laws • April 29th, 2024 • Redwood Real Estate Income Fund

These Amended and Restated By-laws (the “By-laws”) of the Redwood Real Estate Income Fund (the “Trust”), a Delaware statutory trust, are subject to the Trust’s Agreement and Declaration of Trust dated December 12, 2022, as from time to time amended, supplemented or restated (the “Trust Instrument”). Capitalized terms used herein which are defined in the Trust Instrument are used as therein defined.

INVESTMENT MANAGEMENT AGREEMENT REDWOOD REAL ESTATE INCOME FUND
Investment Management Agreement • May 1st, 2023 • Redwood Real Estate Income Fund • Delaware

AGREEMENT effective as of this 14th day of April, 2023, by and between Redwood Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and Redwood Investment Management, LLC, an Arizona limited liability company (the “Investment Manager”).

Redwood Real Estate Income Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: June 20, 2023
Agreement and Declaration of Trust • April 29th, 2024 • Redwood Real Estate Income Fund

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Redwood Real Estate Income Fund, a Delaware statutory trust, made as of December 12, 2022, and as amended and restated on June 20, 2023, by the undersigned Trustees.

Redwood Real Estate Income Fund AGREEMENT AND DECLARATION OF TRUST Dated: December 12, 2022
Agreement and Declaration of Trust • December 22nd, 2022 • Redwood Real Estate Income Fund

AGREEMENT AND DECLARATION OF TRUST of Redwood Real Estate Income Fund, a Delaware statutory trust, made as of December 12, 2022 by the undersigned Trustee.

Redwood Real Estate Income Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: June 20, 2023
Amended and Restated Agreement and Declaration of Trust • June 21st, 2023 • Redwood Real Estate Income Fund

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Redwood Real Estate Income Fund, a Delaware statutory trust, made as of December 12, 2022, and as amended and restated on June 20, 2023, by the undersigned Trustees.

SUBSCRIPTION AGREEMENT FOR SEED CAPITAL
Subscription Agreement • June 12th, 2023 • Redwood Real Estate Income Fund

This Subscription Agreement for Seed Capital (the “Agreement”) is made as of the 21st day of April, 2023 between Redwood Investment Management, LLC (“Investor”), and Redwood Real Estate Income Fund (the “Fund”), a Delaware statutory trust.

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