Advisory Firm Description
RM Adviser, LLC (“RM Adviser”), a Delaware limited liability company formed in 2015, is an investment
advisory firm registered with the Securities and Exchange Commission (“SEC”) since 2016 and a wholly
owned subsidiary of Realty Mogul, Co., a Delaware corporation (“Realty Mogul”). Realty Mogul was
incorporated in May 2012 and, through its subsidiaries, operates a real estate investment platform
offering a variety of real estate‐related investments a
t www.realtymogul.com (the “Realty Mogul
Platform”).
Canaan IX, LP owns more than 25% of Realty Mogul and therefore owns more than 25% of RM Adviser
due to RM Adviser being a wholly owned subsidiary of Realty Mogul. Canaan Partners IX LLC is the General
Partner of Canaan IX, LP.
Types of Advisory Services
RM Adviser currently provides two main types of investment advisory services: (1) since 2016,
discretionary investment management of affiliated real estate investment trusts Realty Mogul Income
REIT, LLC (formerly, MogulREIT I, LLC (“Income REIT”) and Realty Mogul Apartment Growth REIT, Inc.
(formerly, MogulREIT II, Inc. (“Apartment Growth REIT”) (collectively, the “RM REITs”), and (2) from time
to time, discretionary investment management of certain special purpose entities that each invest in one
company whose primary business is to own and renovate and/or operate one or more specified
commercial real estate projects (“Single Purpose Funds”). Hereinafter, the respective company in which
a Single Purpose Fund advised by RM Adviser invests in will be referred to as “Sponsor Entity.” Sponsor
Entities are also managed by RM Adviser.
RM REITs
RM Adviser manages the RM REITs. The RM REITs are sponsored by RM Sponsor, LLC (“RM Sponsor”),
another wholly owned subsidiary of Realty Mogul and an affiliate of RM Adviser. RM Adviser’s services
to the RM REITs are limited to investment advisory and acquisition services (including performing due
diligence on the RM REITs’ investments), offering services, asset management services, marketing and
advertising services, accounting and other administrative services, shareholder services, financing
services, and disposition services, among others. In addition, RM Adviser makes all the decisions regarding
the selection, negotiation, financing and disposition of the RM REITs’ investments, subject to the
limitations in the operating agreement or management agreement by and between RM Adviser and the
respective RM REIT.
Single Purpose Funds/Sponsor Entities
RM Adviser’s advice to the Single Purpose Funds/Sponsor Entities is limited to investment advisory and
acquisition services (typically real estate‐related investments) and asset management services, and
accounting and other administrative services, among others. In addition, RM Adviser makes all the
decisions regarding the selection, negotiation, acquisition, financing and disposition of the investments of
Single Purpose Funds/Sponsor Entities, in accordance with the respective operating agreement by and
between RM Adviser and the Single Purpose Fund/Sponsor Entity.
Tailored Advisory Services and Restrictions
RM REITs
RM Adviser tailors its advisory services to the investment objectives and strategies and terms and
conditions of the RM REITs, as described in their respective offering circulars, available at
www.realtymogul.com. Among other restrictions, RM Adviser manages the RM REITs so that they comply
with restrictions related to Internal Revenue Service (“IRS”) requirements for qualification as a REIT and/or
requirements applicable to the RM REITs’ exemption from registration as an investment company under
the Investment Company Act of 1940 (“Investment Company Act”). RM Adviser does not tailor its advisory
services to the individual needs or circumstances of investors in the RM REITs as the RM REITs themselves
are RM Adviser clients, not RM REITs’ investors.
Single Purpose Funds/Sponsor Entities
RM Adviser is responsible for directly acquiring real estate properties and providing asset management
services for the Single Purpose Funds. For certain Single Purpose Funds, RM Adviser also manages the
Sponsor Entity in which the Single Purpose Fund invests. RM Adviser manages the Single Purpose
Funds/Sponsor Entities so that they comply with requirements pursuant to Regulation D under the
Securities Act of 1933 (the “Securities Act” and “Regulation D”) and/or requirements applicable to the
Single Purpose Funds/Sponsor Entities’ exemption from registration as an investment company under the
Investment Company Act. RM Adviser does not tailor its advisory services to the individual needs or
circumstances of investors in the Single Purpose Funds/Sponsor Entities as the Single Purpose
Funds/Sponsor Entities themselves are RM Adviser clients, not the Single Purpose Funds/Sponsor Entities’
investors.
Wrap Fee Program
RM Adviser does not participate in any wrap fee program.
Assets Under Management
As of December 31, 2023, RM Adviser had approximately $175,099,507 in assets under management,
which RM Adviser manages on a discretionary basis.