Item 1.01 - Entry into a Material Definitive Agreement

On March 27, 2023, the registrant, as sole member of its subsidiary Woodbridge Wind-Down Entity LLC (the "Wind-Down Entity"), entered into a Second Amendment to Limited Liability Company Agreement of the Wind-Down Entity (the "LLC Agreement Amendment"). Pursuant to the LLC Agreement Amendment, the members of the Board of Managers of the Wind-Down Entity agreed to voluntarily reduce their monthly compensation from $15,000 per month per manager for each calendar month of service to $10,000 per month per manager for each calendar month of service from and after April 1, 2023.

The Wind-Down Entity will continue to reimburse each manager for all actual, reasonable, and documented out-of-pocket costs and expenses.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As discussed in Item 1.01, pursuant to the terms of the LLC Agreement Amendment, the members of the Board of Managers of the Wind-Down Entity agreed to voluntarily reduce their monthly compensation from $15,000 per month per manager to $10,000 per month per manager from and after April 1, 2023.

Item 8.01 - Other Events

On March 23, 2023, the registrant, through a wholly­owned subsidiary (collectively with the registrant, the "Company"), entered into an agreement to sell its real property asset located in Los Angeles, California, to a private entity.

The property is the last single­family home remaining in the Company's asset portfolio. The closing of the sale is subject to a number of contingencies, including the satisfactory completion of the purchaser's due diligence. No assurance can be given that all such contingencies will be satisfied or that the closing of the sale will occur.

Neither the Company nor any of its affiliates has any material relationship with the purchaser other than in respect of the transaction.



Item 9.01

(d) Exhibits



   10.1   Second Amendment to Limited Liability Company Agreement of Woodbridge
          Wind-Down Entity LLC

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