exhibit10_1toamend2.htm


    EXHIBIT
10.1

    


    FORM
OF DISTRIBUTION REINVESTMENT PLAN

    


    Redwood
Mortgage Investors IX, LLC, a Delaware limited liability company (the
“Company”), has adopted this distribution reinvestment plan (the “Plan”),
administered by the Company, a manager of the Company or an unaffiliated third
party (the “Administrator”), as agent for members who elect to participate in
the Plan (“Participants”), on the terms and conditions set forth
below.  The Administrator shall be chosen by the
Company.  The initial Administrator shall be Redwood Mortgage Corp., a
California corporation and a manager of the Company.

    


    1.           Election
to Participate.  Any purchaser of
units of limited liability company interest of the Company (the “Units”), may
become a Participant by making a written election to participate on such
purchaser’s subscription agreement at the time of subscription for Units. Any
member who has not previously elected to participate in the Plan may so elect at
any time by completing and executing an enrollment form obtained from the
Administrator or any other appropriate documentation as may be acceptable to the
Administrator. Participants in the Plan may designate the amount of their cash
distributions with respect to all Units owned by them to be reinvested pursuant
to the Plan.

    


    2.           Distribution
Reinvestment Plan.  The
Administrator will receive the designated amount of cash distributions paid by
the Company with respect to Units of Participants (collectively, the
“Distributions”). Participation will commence with the next Distribution payable
after receipt of the Participant’s election pursuant to Section 1 hereof,
provided it is received at least ten (10) days prior to the last day of the
period to which such Distribution relates. Subject to the preceding sentence,
regardless of the date of such election, a holder of Units will become a
Participant in the Plan effective on the first day of the period following such
election, and the election will apply to the designated amount of Distributions
attributable to such period and to all periods thereafter.

    


    3.           General
Terms of Plan Investments. The Administrator will
apply all Distributions subject to this Plan, as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      Administrator will invest Distributions in Units at a price of $1.00 per
      Unit until the earlier to occur of: (i) the issuance of all Units reserved
      for issuance pursuant to the Plan; (ii) the termination of the Company’s
      offering of the Units reserved for issuance under the Plan pursuant to the
      Company’s prospectus to which this form is an exhibit, as thereafter
      amended or supplemented, and any subsequent offering of Plan Units
      pursuant to an effective registration statement; or (iii) the termination
      of this Plan pursuant to Paragraph 9
below.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      selling commissions, marketing support fee, wholesaling fee or marketing
      reallowance shall be paid with respect to Units purchased pursuant to the
      Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              For
      each Participant, the Administrator will maintain an account which shall
      reflect for each period in which Distributions are paid (a “Distribution
      Period”) the Distributions received by the Administrator on behalf of such
      Participant. A Participant’s account shall be reduced as purchases of
      Units are made on behalf of such
Participant.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Distributions
      shall be invested in Units by the Administrator promptly following the
      payment date with respect to such Distributions to the extent Units are
      available for purchase under the Plan. If sufficient Units are not
      available, any such funds that have not been invested in Units within 30
      days after receipt by the Administrator and, in any event, by the end of
      the fiscal quarter in which they are received, will be distributed to
      Participants. Any interest earned on such accounts will be paid to the
      Company and will become property of the
Company.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Participants
      may acquire fractional Units, computed to four decimal places, so that
      100% of the Distributions will be used to acquire Units. The ownership of
      the Units shall be reflected on the books of the Company or its transfer
      agent.

            


    

    



    
      
         


      

      
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              (f)

            	
              In
      making purchases for Participants’ accounts, the Administrator may
      commingle Distributions attributable to Units owned by Participants and
      any additional payments received from
  Participants.

            


    

    


    4.           Absence
of Liability.  Neither the
Company nor the Administrator shall have any responsibility or liability as to
the value of the Units, any change in the value of the Units acquired for the
Participant’s account, or the rate of return earned on, or the value of, the
interest-bearing accounts in which Distributions are
invested.  Neither the Company nor the Administrator shall be liable
for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability with respect to the date
on which Units are purchased for a Participant.

    


    5.           Suitability.

    


    
      	
               
      

            	
              (a)

            	
              Each
      Participant shall notify the Administrator in the event that, at any time
      during the Participant’s participation in the Plan, there is any material
      change in the Participant’s financial condition or inaccuracy of any
      representation under the subscription agreement for the Participant’s
      initial purchase of Units.

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      purposes of this Paragraph 5, a material change shall include any
      anticipated or actual decrease in net worth or annual gross income or any
      other change in circumstances that would cause the Participant to fail to
      meet the suitability standards set forth in the prospectus for the
      Participant’s initial purchase of
Units.

            


    

    


    6.           Reports
to Participants.  Within sixty
(60) days after the end of each calendar quarter, the Administrator will mail to
each Participant a statement of account describing, as to such Participant, the
Distributions received, the number of Units purchased and the per Unit purchase
price for such Units pursuant to the Plan during the prior year. Each statement
also shall advise the Participant that, in accordance with Section 5 hereof, the
Participant is required to notify the Administrator in the event there is any
material change in the Participant’s financial condition or if any
representation made by the Participant under the subscription agreement for the
Participant’s initial purchase of Units becomes inaccurate. Tax information
regarding a Participant’s participation in the Plan will be sent to each
Participant by the Company or the Administrator at least annually.

    


    7.           Taxes.  Taxable
Participants may incur a tax liability for Distributions even though they have
elected not to receive their Distributions in cash but rather to have their
Distributions held in their account under the Plan.

    


    8.           Termination.

    


    
      	
               
      

            	
              (a)

            	
              A
      Participant may terminate or modify participation in the Plan at any time
      by written notice to the Administrator.  In the case of a death
      of a Participant, an executor, heir or other administrator of such
      Participant’s estate may terminate or modify participation in the Plan
      with respect to the Units of such Participant by written notice to the
      Administrator.  To be effective for any Distribution, such
      notices must be received by the Administrator at least ten (10) days prior
      to the last day of the Distribution Period to which such Distribution
      relates.

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      Participant’s transfer of Units will terminate participation in the Plan
      with respect to such transferred Units as of the first day of the
      Distribution Period in which such transfer is effective, unless the
      transferee of such Units in connection with such transfer demonstrates to
      the Administrator that such transferee meets the requirements for
      participation hereunder and affirmatively elects participation by
      delivering an executed authorization form or other instrument required by
      the Administrator.

            


    

    


    9.           Amendment
or Termination by Company.

    


    
      	
               
      

            	
              (a)

            	
              The
      terms and conditions of this Plan may be amended by the Company at any
      time, including but not limited to an amendment to the Plan to substitute
      a new Administrator to act as agent for the Participants, by mailing an
      appropriate notice at least ten (10) days prior to the effective date
      thereof to each Participant.

            


    

    



    
      
         


      

      
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              (b)

            	
              The
      Administrator may terminate a Participant’s individual participation in
      the Plan, and the Company may terminate the Plan itself, at any time by
      ten (10) days’ prior written notice to a Participant, or to all
      Participants, as the case may be.

            


    

    


    
      	
               
      

            	
              (c)

            	
              After
      termination of the Plan or termination of a Participant’s participation in
      the Plan, the Administrator will send to each Participant a check for the
      amount of any Distributions in the Participant’s account that have not
      been invested in Units. Any future Distributions with respect to such
      former Participant’s Units made after the effective date of the
      termination of the Participant’s participation in the Plan will be sent
      directly to the former Participant or to such other party as the
      Participant has designated pursuant to an authorization form or other
      documentation satisfactory to the
Administrator.

            


    

    


    10.           State
Regulatory Restrictions. The Administrator is
authorized to deny participation in the Plan to residents of any state or
foreign jurisdiction that imposes restrictions on participation in the Plan that
conflict with the general terms and provisions of this Plan.

    


    11.           Notice.  Any notice or
other communication required or permitted to be given by any provision of this
Plan shall be in writing and, if to the Administrator, addressed to Investor
Services Department, 900 Veterans Blvd., Suite 500, Redwood City, California
94063, or such other address as may be specified by the Administrator by written
notice to all Participants. Notices to a Participant may be given by letter
addressed to the Participant at the Participant’s last address of record with
the Administrator. Each Participant shall notify the Administrator promptly in
writing of any change of address.

    


    12.           Governing
Law.   THIS PLAN
AND THE PARTICIPANT’S ELECTION TO PARTICIPATE IN THE PLAN SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE.

    



    
      
         


      

      
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