Redwood Real Estate Fund 506(c) Offering Platform

INTRODUCTION TO OUR COMPANY

Redwood Real Estate Fund, LLC (the "Company" or "the Fund") was formed for the purpose of providing participating investors with a real estate focused investment opportunity that combines income, principal investment growth, and elements of capital preservation.

The Fund is managed by Redwood Management Group LLC (“RMG” or the “Fund Manager”), a California company formed in 2004 that specializes in real estate asset acquisition and management. RMG is managed by three highly experienced real estate and finance professionals with a combined 54 years of experience in the California real estate market.

Redwood Real Estate Fund 506(c) Offering Platform

SUMMARY OF OPERATIONS

The Fund’s primary focus is creating and maintaining investor wealth through local alternative real estate investment strategies. The management team’s collective abilities provide an advantage over investing individually by allowing the Fund to quickly and efficiently address any real estate acquisition and management issues. The Fund’s ability to invest with aggregated capital also provides greatly enhanced negotiation leverage as the Fund can close acquisitions quickly and without the typical financing delays encountered with other purchasers that require institutional financing to close on a property. Since the Fund’s primary managers are directly involved in the placement of investment funds into select real estate assets, we can manage our investments more actively than large institutional investors. By investing in a Fund with experienced and specialized management, investors are freed from the complexities and time required for individual property ownership.

Over the years, our individual Fund managers have seen extreme market fluctuations; because of this, the Fund management team is always researching market trends to develop strategies allowing us to mitigate this volatility and reduce negative effects on our investors. This experience has also better positioned the Fund to take advantage of market opportunities presented in times of uncertainty. This proactive approach sets Redwood Real Estate Fund, LLC apart from our competition.

The Fund’s management team has identified compelling market opportunities for the acquisition of multi-family and apartment assets in certain markets within California and Washington. This prospectus will outline the Fund’s proprietary strategies for executing on these opportunities and the pertinent details regarding investment in the Fund’s securities.

The Fund will pursue investments by utilizing the extensive expertise of the Fund Manager in acquiring and managing compelling multi-family and apartment assets that meet the Fund’s asset acquisition criteria. The Fund may also target certain off-market, bank owned non-performing distressed multi-family assets to achieve attractive risk-adjusted returns. The Fund will target investment opportunities in the primary target markets of San Diego, California, San Francisco, California and Seattle, Washington (the “Target Markets”).

The Fund Manager believes that its core industry expertise in implementing a balanced investment ideology coupled with consistent focused approach to property management, leasing and timely disposition of assets has strongly impacted its past performance. Since 2004, the Fund Manager, while jointly investing nearly $62.7 million of capital with private investors, has successfully acquired and managed over fifty off-market, bank owned properties and executed over sixty two real estate asset acquisition transactions including office buildings, shopping centers, industrial, medical and multi-family properties. The Fund Manager previously managed a successful real estate focused investment fund originating in 2009 and closed in 2012. The prior real estate focused fund, Altrian Property Fund, LP, achieved a 53% net aggregate internal rate of return and a 1.42x multiple in sold properties on realized $20 million of invested equity. The Fund Manager believes that these returns are particularly compelling on a risk-adjusted basis as conservative leverage was utilized on average across all investments within the operational model for the Altrian Property Fund.

The Fund Manager intends to deploy a similar, non-leveraged investment methodology in the Redwood Real Estate Fund to produce superior anticipated returns for investors.

In the opinion of the Fund Manager, the California multi-family real estate markets of San Diego and San Francisco provide a compelling opportunity for the purchase, management, and disposition of under valued and distressed multi-family and apartment class real estate assets. The Fund Manager’s construction and distressed real estate mitigation background provides it the capability to accurately evaluate certain acquisition opportunities with the intent to rehabilitate the asset, engage in a reposition and lease-up, and then ultimately sell the improved asset for a net gain. Certain secondary markets in the Seattle, Washington area also offer similar opportunities and are also areas wherein the Fund Manager has significant market operating history and expertise.

Redwood Real Estate Fund 506(c) Offering Platform

Terms of the offering

$35,000,000

Minimum Offering: $5,000,000

Minimum Subscription: $10,000 (10 Units)

The Company is offering a minimum of five thousand (5,000) and a maximum of thirty-five thousand (35,000) Class A Preferred Membership Units at a price of One Thousand Dollars ($1,000.00) per Class A Preferred Membership Unit. Upon completion of the Offering between 5,000 and 35,000 Class A Preferred Membership Units will be issued. Holders of Class A Membership Units may also be referred to in this Memorandum, and certain Exhibits, as “Class A Members”.

Preferred Return: The Class A Preferred Membership Units sold through this Offering shall be provided a six percent (6%) non-compounding cumulative Preferred Return Distribution (the “Preferred Return”) paid to Class A Members semi-annually with bi-annual three percent (3%) Preferred Return distribution payments. The distribution of the Preferred Return will be subject to the financial performance of the Company and Fund Manager approval. The Preferred Return, and any accrued Preferred Return, shall be paid prior to the Fund Manager participating in the Incentive Fee due management (See “Management Compensation”).

Participation in Net Income and Capital Gains: The Class A Members shall also participate in a pro-rata percentage of seventy percent (70%) any additional net income approved for distribution to the Class A Members. The Fund Manager shall, by the terms of the Operating Agreement (See “Exhibit B - Operating Agreement”), declare and distribute at least ninety percent (90%) of realized net income from Fund operations to the Members of the LLC and according to the Net Income Distribution schedule as defined in the Fund’s Operating Agreement. Realized net income is defined in the Operating Agreement and shall consist of, but not be limited to, income derived from real estate leasing activities and capital gains from the sale of real estate assets.

The Fund Manager intends to retain five percent (5%) of net income initially as a reserve (the “Working Capital Reserve”) for unexpected expenses related to Fund operations. Any accrued Working Capital Reserve not utilized by the Fund will be treated as income and distributed to the Members of the LLC upon termination and winding down of the Fund’s operations.