A. Overview of Adviser The Adviser is an SEC registered investment adviser that offers investment advisory and management services (the “Services”) on a variety of investments in real estate, including mortgage and mezzanine loans to, and equity investments in, developers and operators of commercial and residential properties to pooled investment vehicles, public and private REITs, real estate funds, and institutional investors and, occasionally, high net worth individuals. References in this Brochure to a “Client” or “Clients” means any pooled investment vehicles, public and private REITs, real estate funds, and institutional investors to which the Adviser provides Services. Cottonwood Management, LLC (“Cottonwood”), an affiliate of the Adviser, is a real estate investment management firm established in 2012 and based in Los Angeles. Cottonwood personnel are experienced in the evaluation, financing, development, and management of commercial real estate, and in participating in the real estate capital markets. The ultimate beneficial owner of the Adviser and Cottonwood is Hon Kit (Alex) Shing. A Cottonwood subsidiary provides loan administration services to pooled investment vehicles that are not Clients. Other Cottonwood subsidiaries arrange debt and equity financing in connection with commercial real estate projects and provide administration services in connection with these transactions. A Cottonwood subsidiary is the general partner of Cottonwood Real Estate Founders Fund, LP, a Delaware limited partnership, and its related parallel investment vehicles (together, “Founders Fund”), and another Cottonwood subsidiary is the general partner of Cottonwood-WTT Real Estate Special Situations Fund, LP, a Cayman Islands exempted limited partnership (“Special Situations Fund”). Other Cottonwood subsidiaries may serve as general partners to other investment vehicles sponsored by Cottonwood (together with Founders Fund and Special Situations Fund, the “Cottonwood Funds” and each a “Cottonwood Fund”; each Cottonwood subsidiary serving as general partner to a Cottonwood Fund, a “Cottonwood Fund GP”) from time to time. Founders Fund and Special Situations Fund are Clients and other Cottonwood Funds will likely be Clients as well. B.

Description of Advisory Services The Adviser serves as investment adviser to each Client pursuant to an investment management agreement entered between the Adviser and each Client (an “Advisory Agreement”), which sets forth, among other items, the type of services the Adviser will provide the Client, the Client’s investment(s) and/or other assets that the Adviser is engaged to manage (a “Portfolio”), and the fees the Client will pay the Adviser for its services under the Advisory Agreement. Limited partners or any other investors in a Client (collectively, “Investors”) are not deemed clients of the Adviser by virtue of the Client being a client of the Adviser, although the Adviser may enter into a separate Advisory Agreement with an Investor or its affiliate to manage a separate account on behalf of such Investor. The Adviser provides advice on the origination, acquisition, participation and sale of secured first mortgage and mezzanine loans for real estate development projects, acquisitions and refinancings (collectively, “Debt Investments”), as well as equity investments in owners and developers of commercial real estate projects (collectively, “Equity Investments” and, together with Debt Investments, “Investments”). Our investment advice relates to the evaluation of the prospects for development, value creation, financing, leasing, and operations of commercial real estate assets (“Projects”), as well as the amount, terms and conditions, and recoverability of Investments in the Projects. Among other things, we review and give advice with respect to the analysis of projected costs, investment structure and terms and business plans, and we manage and monitor Investment performance. The Adviser’s analysis methods include detailed financial analyses based on each Project, developer experience, market analyses, economic analyses, tenant analyses, market trends, valuation estimates, fundamentals of supply and demand, and sector type. C. Wrap Fee Program The Adviser does not currently participate in wrap fee programs. D. Assets Under Management As of March 28, 2024, we have approximately $580,043,184 of assets under management on a discretionary basis. We do not currently manage any assets on a non-discretionary basis.