RMWC (“RMWC” or “Adviser”) was founded in 2008 and is 100% owned by RMWC Management, Inc. RMWC Management, Inc. is primarily owned by Coletyme, LLC, controlled and owned by Coleman Andrews and Harold Korell on a fully diluted basis. RMWC provides investment advisory services to several pooled investment vehicles, including private limited partnerships (each, a “Partnership” and collectively, “Partnerships”), organized to invest for the purposes of capital preservation and capital expansion.

As of December 31, 2018, the Partnerships are:
• RMWC Credit Alpha Fund LP (“Credit Alpha Fund”)
• RMWC Direct Lending Opportunities Fund III, LP (“Direct Lending Opportunites Fund”)
• RMWC Direct Lending Fund II, LP (“Direct Lending Fund”) (closed to new investments as of December 31, 2017)
• RMWC Alternative Fund, LP (“Alternative Fund”) (closed to new investments as of December 31, 2010) RMWC provides advisory services to the Partnerships on a discretionary basis according to the objectives and investment policies described in each Partnership’s respective offering and/or operational documents (“Offering Documents”). RMWC’s Partnerships aim to achieve capital preservation and capital expansion primarily through the identification, selection, and monitoring of investment opportunities in bridge loans, other credit or absolute return instruments, and other investments. In certain circumstances, third parties have in the past and may in the future be offered the opportunity to co-invest alongside the Partnerships. These third parties may include investors in the Partnerships and other entities affiliated with RMWC; employees or related persons of RMWC; service providers to the Partnerships, RMWC or their affiliates; portfolio company management and others. RMWC applies its discretion when allocating such opportunities among potential co-investors, taking into account facts and circumstances which may include the nature of the transaction, speed of execution required, tax considerations, familiarity with and history of investing in the relevant industry, ability to provide strategic insights and other factors believed relevant by RMWC.

Interests in the Partnerships are not registered securities under the Securities Act of 1933, as amended. In addition, the Partnerships are not registered as investment companies under the Investment Company Act of 1940, as amended. Accordingly, interests in the Partnerships are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements in private transactions within the United States.

As of December 31, 2018 RMWC managed approximately $201.8 million on a discretionary basis on behalf of the Partnerships. RMWC does not manage any assets on a non-discretionary basis nor does RMWC participate in any wrap fee programs. please register to get more info

Compensation received by RMWC (including through its affiliates, including General Partner entities) from the Partnerships is comprised of both asset-based and performance-based amounts. Generally, fees received by RMWC are based on total committed capital or total assets under management plus a performance fee. The asset-based management fee varies among the Partnerships, and ranges from 0.80% up to 2.25% (per annum), depending on the specific Partnership and share class offered. The performance fee or incentive allocation, method of calculation of such performance fee, and applicability of any hurdle rate also varies among the Partnerships, depending on the specific share class. Detailed information regarding the fees charged to the Partnerships is provided in each Partnership’s Offering Documents. All compensation arrangements whereby RMWC receives a fee based on a share of capital gains or capital appreciation complies with the requirements of Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). RMWC (and/or the General Partner), at its discretion, may waive all or a portion of the incentive profit allocation. Performance-based compensation may create an incentive for RMWC to make investments that are riskier or more speculative than would be the case absent performance-based compensation. The fees paid by the Partnerships have not been established on the basis of an arm’s-length transaction between the Partnerships and RMWC. Generally, all RMWC fees are calculated and deducted quarterly in advance directly from the Partnerships. Certain affiliates or employees of RMWC that are investors in the Partnerships do not pay management or performance fees. In addition to the fees paid to RMWC or its affiliates, investors will indirectly bear other costs charged to the Partnerships including but not limited to expenses related to operating and maintaining the Partnerships. Credit Alpha, Direct Lending and Direct Lending Opportunities Fund Expenses: Investors in the Credit Alpha Fund, Direct Lending Fund and Direct Lending Opportunities Fund will bear additional expenses including but not limited to: expenses such as organizational expenses in connection with the formation of a Partnership and/or any co-investment vehicles (including, but not limited to travel expenses as well as the fees of attorneys, accountants, and other professionals); expenses related to sourcing, investigating, identifying, analyzing, pursuing, negotiating, consummating, acquiring, holding, monitoring, managing, valuing and selling any actual or potential Portfolio Investments for the Partnership (regardless of whether such investments are subsequently consummated), including any related travel expenses; break-up fees in connection with unsuccessful transactions; expenses related to investment research, including third-party research publications as well as fees and expense reimbursements paid to exclusive and non-exclusive agents that source transactions; computer hardware, software, web hosting, offsite data storage, and the cost of business continuity facilities; office supplies and printing costs; expenses related to regulatory and compliance matters, including but not limited to the cost of any outside compliance consultants and regulatory filings; cost of voice and data telecommunications; professional development expenses including, but not limited to, cost of continuing education required to maintain professional certifications; marketing costs, including but not limited to, the cost of employing or otherwise engaging employees and independent contractors to perform a marketing function for the Partnerships, and the cost of RMWC personnel attending conferences and conventions for marketing purposes; any insurance, indemnity, or litigation expenses; expenses related to meetings of and reporting to the Limited Partners, including the expenses of any LP Advisory Committee established for the Partnerships; taxes and any fees or other governmental charges levied against the Partnerships; expenses of any administrators, consultants, custodians, counsel, and accountants (including audit fees); as well as additional types of expenses detailed in the Offering Documents.

In addition to the expenses detailed above, to the extent such Partnership invests in underlying managers, the Partnership bears its own pro rata share of the fees charged by and expenses pertaining to those investments in underlying managers. The fees charged by underlying managers generally consist of both a management fee and any profit participations or carried interest and, in the case of certain investments, may also include additional fees such as acquisition fees, disposition fees, or consulting fees. The expenses related to an investment in an underlying manager may include, without limitation, a Partnership’s pro rata share of an investment fund’s investment expenses (such as investment research expenses, custodial fees, and brokerage commissions) and overhead expenses (such as rent, personnel expenses, equipment, supplies, management and consulting fees and similar expenses). Alternative Fund Expenses: Investors in the Alternative Fund will be charged the following types of expenses: expenses of the Partnership that are not reimbursed by portfolio companies, including legal, auditing, consulting, financing, accounting and custodian fees and expenses; expenses associated with the Partnership’s financial statements, tax returns and Schedule K-1s; out-of-pocket expenses incurred in connection with transactions not consummated; expenses of the Advisory Board and annual meetings of the Limited Partners; insurance; other expenses associated with the acquisition, holding and disposition of its investments, including extraordinary expenses (such as litigation, if any); and any taxes, fees or other governmental charges levied against the Partnership. To the extent Partnership Expenses are incurred collectively or otherwise in connection with actions intended to benefit more than one of the Partnerships, RMWC may allocate Partnership Expenses between such Partnerships to the extent applicable, based on relative investments and/or benefits derived among the Partnerships, as applicable, and in any event, will allocate such expenses in any manner determined equitable, in the good faith judgment of RMWC. As such, RMWC will typically allocate such expenses pro rata based on AUM unless specific to a particular Partnership, in which case, those expenses will be allocated to that Partnership to the extent eligible. Expenses related to employing certain marketing personnel are currently allocated to Credit Alpha Fund, Direct Lending Fund and Direct Lending Opportunities Fund, based on RMWC’s assessment of the relative time of such personnel spent on each particular Partnership. RMWC’s policy regarding allocation of Partnership Expenses is subject to periodic evaluation. The Alternative Fund is in the process of harvesting its remaining capital and will only bear the expenses listed above. Consequently, investors in the Credit Alpha Fund, Direct Lending Fund, and Direct Lending Opportunities Fund will bear the cost of certain expenses that could have some benefit for the investors in the Alternative Fund.

The Partnerships have entered into “side letter” agreements with certain investors in specific Partnerships that grant such investors additional rights, and may, without notice to other investors, enter into additional “side letter” or other agreements with other prospective or existing investors. Terms of such side letters include or may include, among other things, fee waivers or adjustments, different investment restrictions, reduced minimum subscription amounts, and other more favorable investment terms than the standard terms that are described in the applicable Partnership’s offering documents and/or operational documents. The granting of preferred terms to certain investors is solely at the discretion of RMWC, and the Partnerships shall have no obligation to offer such differing or additional rights, terms or conditions to all investors, absent a written agreement to the contrary. please register to get more info

As stated in the Fees and Compensation section above, RMWC charges performance-based fees calculated on a share of capital gains or capital appreciation of the Partnerships’ assets. While certain Partnerships may have differences in the performance fees paid, these differences do not influence the allocation of investment opportunities. RMWC has implemented an allocation policy to address the fair allocation of investment opportunities to the extent an investment would be appropriate for more than one Partnership. The fact that RMWC receives performance-based compensation may create an incentive for RMWC to make investments on behalf of the Partnerships that are riskier or more speculative than would be the case in the absence of such compensation. RMWC manages this risk through identifying and making investments that fit within the stated parameter for each Partnership. In addition, the performance-based fee received by RMWC is based on realized and unrealized gains and losses. As a result, the performance-based fee earned could be based on unrealized gains that clients may never realize. However, pursuant to the terms of the Partnerships, a clawback feature may be present which reconciles unrealized gains with earned performance fees. please register to get more info

RMWC is the investment manager of the Partnerships. Investment advice is provided directly to the Partnerships, and not individually to the investors in the Partnerships. The Partnerships for which RMWC provides services are invested in direct investment opportunities and other investment vehicles. RMWC’s investor base primarily consists of high net worth individuals and associated trusts, estates, pension and profit sharing plans, and institutional investors. Although RMWC has the authority to accept subscriptions for a lesser amount, the minimum investment in the Partnerships is generally $5MM. please register to get more info

RMWC’s general investment philosophy has been to preserve and grow capital by producing meaningful returns with low market correlation, reduced volatility and managed risk. The firm selects investment opportunities with which to invest after conducting extensive due diligence.

As of December 31, 2018, RMWC manages four investment vehicles, which are described below:

Credit Alpha Fund (formerly Credit Strategies Fund II, launched January 2, 2012) The Credit Alpha Fund invests in diversified portfolios of credit instruments as well as select direct and co-investments in credit instruments. The Credit Alpha Fund held its initial close in January 2012. Credit Alpha Fund’s risk and return metrics are benchmarked against the Barclays Aggregate Bond Index (“BarAgg”) and/or Hedge Fund Research Institute credit indices that are generally reflective of the underlying strategies employed.

Direct Lending Fund II (Closed December 31, 2017) In January 2012, RMWC Credit Alpha Fund launched as a multi-strategy private credit vehicle, providing a risk-controlled alternative to BarAgg exposures in a volatile rate environment. Within the Credit Alpha Fund, the Direct Lending Strategy based on secured bridge loans generated consistent targeted returns, with no loan losses. In June 2015, the Direct Lending Fund launched as a single-strategy vehicle, run by the same investment team, using the same strategy, built on the same proprietary sourcing network, operating in the same markets, using the same operating resources that have managed this strategy over the past several years. Direct Lending Opportunities Fund III (Launched March 1, 2018) Direct Lending Opportunities Fund III makes short-term, first lien, low loan to value Secured Bridge Loans to commercial real estate equity sponsors. The strategy is particularly built to protect capital in a rising or volatile rate environment. The Direct Lending Opportunities Fund launched March 2018, leveraging the infrastructure RMWC has honed over the past ten years for originating, underwriting, investing in, monitoring, and harvesting private credit and Direct Lending opportunities.

Alternative Fund (Closed December 31, 2010) The Alternative Fund is a capital expansion vehicle that targets private equity returns through a mix of secondary and primary market investments. The Fund is a closed-end private equity structure with a ten-year life.

The primary underlying strategy for the Alternative Fund was to buy well-performing equity assets from distressed sellers. As global liquidity challenges deepened in 2008-2009, the supply of high quality assets for secondary sale exceeded available capacity and demand to purchase such assets, resulting in favorable pricing dynamics for experienced, disciplined buyers. Throughout several market cycles stretching back to the early 1990s, this strategy has yielded favorable risk and return metrics. RMWC complemented this strategy with equity investments in proprietarily sourced direct funds and companies originated within our investment-sourcing network.

Coleman Andrews, Chief Investment Officer, is the managing member of RMWC’s investment committee for all clients, which also includes Michael Rubenstein as a second member. The investment committee collaborates with select outside advisors on certain investments, including sourcing, underwriting, monitoring, and collecting on loans, as well as other types of investments. Although RMWC works closely with such outside advisors during RMWC’s research process and consideration of investment opportunities, RMWC’s investment committee is responsible for all investment decisions made by the firm. The committee meets regularly and whenever a new investment is being contemplated and reviews due diligence materials that encompass data relevant to an investment decision. RMWC employs both qualitative and quantitative analyses in evaluating investment strategies, bridge loans, and other investment opportunities for inclusion in the portfolios of the Partnerships.

The investment program of a Partnership involves significant risk factors and is suitable only for experienced and sophisticated investors who can bear the economic risk of the loss of their entire investment and who have limited need for liquidity in their investment. When investing in bridge loans, RMWC pays special attention to several risk management considerations: (1) cash flow supporting the debt instrument, (2) adequate loan-to-value ratios, (3) attractive geographic market, (4) understanding the underlying asset and whether special purpose or limited use, (5) whether the asset use involves substantial risk of failure, (6) whether the loan collateral is appropriately tied to the loan itself and (7) understanding potential default scenarios. As a result, these investments carry risks related to debt investments, including but not limited to: general credit risk, that the issuer will be unable to make principal and interest payments; ability to acquire loans in a marketplace with a broad level of competition and decreasing supply; financial market and interest rate fluctuation; general risks of real estate investments and debt investments secured by real property; and general illiquidity of loan investments. In addition to such senior secured, commercial real estate bridge loans, RMWC may also take direct or indirect interests in real property or real estate related businesses and holding companies. Such acquisitions are subject to many risks, which can include considerations such as: (1) environmental conditions and related liabilities, (2) physical conditions or compliance with zoning laws, building codes or legal requirements, (3) due diligence risks, (4) illiquidity risks, (5) local employment conditions, (6) real estate tax rates and changes in regulations.

When investing directly with investment managers, RMWC will seek to select those who will invest the Partnerships’ assets with the highest level of integrity, but RMWC’s investment selection process cannot ensure that selected underlying managers will perform as desired and RMWC will have no control over the day-to-day operations of any of its selected money managers. RMWC would not necessarily be aware of certain activities at the underlying money manager level, including, without limitation, a money manager’s engaging in unreported risks, investment “style drift” or even regulatory breach or fraud. As a result, there can be no assurance that money managers selected by RMWC will conform their conduct to the desired standards. There is a risk that underlying money managers may suffer a complete failure as a result of poor performance, failure to raise assets, regulatory violations and enforcement actions, fraud or other factors, which in any case could result in a complete loss of a Partnership’s investment with such money manager. Investments with underlying money managers carry additional risks including, but not limited to, lack of liquidity, ultimate lack of diversification, lack of transparency, and reliance on money managers for performance and valuation information, and dependence on key personnel risk.

All investing involves a risk of loss. Each prospective client and investor should carefully review the Private Placement Memorandum and/or related agreements, as applicable, before deciding to make an investment in a Partnership or engaging RMWC. There can be no assurances that the Partnerships will achieve their investment objectives. please register to get more info

RMWC and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to an investor’s evaluation of the company or its personnel. please register to get more info

The Adviser is affiliated with other companies that provide investment management services as the general partners to the Partnerships (“General Partners”), however these General Partners are not separately registered as investment advisers with the United States Securities and Exchange Commission ("SEC"). These General Partners include the RMWC Alternative Fund GP, LLC, the RMWC Credit Alpha Fund GP, LLC, the RMWC Direct Lending Fund II GP, LLC, and the RMWC Direct Lending Opportunities Fund III GP, LLC. The Adviser or the respective General Partner will be responsible for all decisions regarding portfolio transactions of the Partnerships and has full discretion over the management of the Partnerships’ investment and trading activities. While the General Partners are not separately registered as investment advisers, all of the investment advisory activities of the Partnerships are subject to the Advisers Act and the rules thereunder. In addition, employees and persons acting on behalf of the General Partners are subject to the supervision and control of the Adviser. Related persons of RMWC serve as directors and officers of, and provide investment advice to, private companies and charitable or not-for-profit institutions, and may in the future serve as directors and officers of public companies (together, “Third Party Entities”). These Third Party Entities may invest in the same or similar investment opportunities as the Partnerships, and the Partnerships may invest in such Third Party Entities. While these activities and affiliations generally facilitate RMWC’s investment strategy and its management of the Partnerships’ portfolios, such participation with Third Party Entities may result in conflicts of interest. These conflicts of interest are addressed by procedures that require RMWC’s related persons to pre-clear all participation with such Third Party Entities with the Chief Compliance Officer (“CCO”) and to serve in the best interest of the Partnerships in any investment decision. please register to get more info

Personal Trading
There may be apparent and potential conflicts of interest between RMWC, its affiliates, and its principals on the one hand, and the Partnerships, on the other hand.

To avoid any potential conflicts of interest involving personal trades, RMWC has adopted a written code of ethics that is applicable to all employees. Among other things, the code requires RMWC and its employees to act in the best interests of the Partnerships, abide by all applicable regulations, avoid even the appearance of insider trading, and pre-clear and report on certain types of personal securities transactions. RMWC’s restrictions on personal securities trading apply to employees, as well as employees’ family members living in the same household. A copy of RMWC’s code of ethics is available upon request.

RMWC’s employees are generally permitted to invest in the Partnerships that it manages, provided that capacity is available to investors and the employees are eligible to make such investment. Additionally, in certain circumstances, RMWC’s employees may participate in co- investment opportunities along with the Partnerships. The CCO monitors employee trading, relative to client trading, to ensure that employees do not engage in improper transactions.

Under certain circumstances an employee might invest in a security that is not considered suitable for the Partnerships because of size, liquidity, or other factors. Although such situations are infrequent, these investment opportunities have in the past and may in the future come to the attention of an employee as a result of investment research paid for by the Partnerships. A change in these factors could result in the security becoming more suitable for the Partnerships, but the CCO may not allow the security to be purchased for the Partnerships in order to avoid even the appearance of employees trading ahead of clients. In RMWC’s experience, it is rare for an employee’s personal trading to limit the Partnerships’ investment opportunities, but such a situation may arise from time to time. Certain Partnerships have an ownership interest in another Partnership advised by RMWC. RMWC addresses any potential conflicts of interest that could arise from this arrangement by ensuring that the Partnerships do not pay two levels of management and performance fees to RMWC, and by making a determination that such investment is in the best interest of the Partnership making the investment. please register to get more info

RMWC is the investment manager to four private Partnerships and generally has complete discretion and authority to manage and direct the investment of capital for the client funds for which it or an affiliate serves as the General Partner and/or investment manager. Investments by the Partnerships in underlying funds or direct investments in loans do not involve a broker-dealer. RMWC does not receive products or research services in return for payment of commissions to brokers or dealers (“soft dollars”). In the event that an underlying fund or direct investment that RMWC has approved for inclusion in the portfolios of its Partnerships is limited in its ability to accept all Partnership capital that RMWC would like to invest at a particular time, RMWC must allocate the limited investment capacity of such investments among its Partnerships in a fair manner. In making such allocation decisions, RMWC’s Investment Committee considers applicable factors including, without limitation: the investment objectives and constraints of the Partnerships; the appropriateness of making a particular allocation to a Partnership in light of those investment objectives and constraints; the amount of cash available in the Partnership’s portfolio that can be used for such investment; the amount of investment capacity to be allocated; the percentage of a Partnership’s portfolio, if any, that is currently invested in the same or substantially similar investment or an underlying fund that engages in similar investment strategies; and whether an allocation to a particular Partnership will have a material or immaterial impact on its overall portfolio. Application of these considerations may result in different allocation decisions depending on the particular facts and circumstances in existence at the time the allocations are made and may or may not result in a pro rata allocation of limited investment capacity among all Partnerships. Each time RMWC allocates investment opportunities to different funds using a methodology other than a pro rata basis, RMWC will document reasons it considered in reaching its allocation decisions. please register to get more info

The Partnerships under RMWC’s management are closely monitored by RMWC’s investment professionals, including Coleman Andrews. On a regular basis the investment professionals and Chief Compliance Officer review a number of internal reports that are designed to identify investments in the Partnerships that are outside the expected ranges for returns, exposure to asset classes, and exposure to industry sectors. Investors receive account statements directly from RMWC’s third party administrator, Standish Management, on a quarterly basis. RMWC may supplement these account statements with reports provided during meetings with investors or as requested. Investors in the Partnerships are also provided with written annual audited year-end financial statements within the applicable required time period, which may be 120, 180, or 260 days after the end of the applicable Partnership’s fiscal year. please register to get more info

RMWC does not compensate any person for client referrals. To the extent that related persons of RMWC sit on the boards of directors of Third Party Entities, such related persons may receive cash compensation, options and/or restricted stock in their capacity as directors. As discussed in the section on Other Financial Industry Activities and Affiliations, the participation of such related persons on boards of Third Party Entities is approved by the CCO.

RMWC has not currently engaged a placement agent to introduce new investors that commit capital to a Partnership, but is permitted to do so by the Offering Documents for certain Partnerships. To the extent a Partnership does engage such a placement agent and has incurred placement fees with respect to any investor, the management fee payable by the Partnership with respect to that investor will be reduced on a dollar-for-dollar basis, but not below zero. please register to get more info

All Partnership assets are held in custody by unaffiliated broker/dealers or banks; however, RMWC has access to the Partnerships since it or an affiliate serves as the General Partner or Managing Member, or in a similar capacity. As indicated above in the Review of Accounts section, investors in the Partnerships receive statements from the third party administrator. RMWC complies with the SEC’s rules regarding custody by, among other things, arranging for annual financial statement audits of the Partnerships and by distributing the audited financial statements to each investor. As described in the Review of Accounts section, the audited financial statements will be prepared in accordance with generally accepted accounting principles and distributed within 120, 180, or 260 days (as applicable) of each respective Partnership’s fiscal year end. please register to get more info

Subject to the investment guidelines set forth in the Offering Documents of the applicable Partnership, RMWC has discretion to determine the type and amount of investments in each Partnership. please register to get more info

RMWC has adopted Proxy Voting Policies and Procedures (the “Procedures”) that are designed to ensure that RMWC votes proxies with respect to securities in the best interests of the Partnerships. The Procedures also require that RMWC identify and address conflicts of interest between RMWC and the Partnerships. If a material conflict of interest exists, RMWC will determine whether voting in accordance with the guidelines set forth in the Procedures is in the best interests of the Partnership or whether RMWC should take some other appropriate action. Investors in the Partnerships are not able to direct how RMWC votes proxies. It should be noted that RMWC is an investment adviser to Partnerships that primarily invest in funds advised by underlying managers and bridge loans, and as such the portfolios over which it has investment discretion generally do not hold exchange-traded securities that regularly solicit votes, consents or proxies. In the case that RMWC is required to make a vote or grant an approval relating to an investment, RMWC generally votes in favor of routine corporate housekeeping proposals (where no corporate governance issues are implicated). A copy of the RMWC’s Proxy Voting Policy and Procedures is available upon request, as is information about how the Adviser voted. please register to get more info

RMWC has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. please register to get more info