A. The Adviser
Taylor Derrick Capital, L.L.C. (the “Adviser”) is a limited liability company organized in March,
2011 under the laws of the State of Utah. The Adviser has adopted a holding company structure
pursuant to which the principal owner of the Adviser is TDC Holding, LLC, a Delaware limited
liability company. The holding company is owned primarily by Derrick Development, Inc., a Utah
corporation, which is owned solely by Rocky Derrick, the Managing Partner of the Adviser.
Minority owners of the holding company consist of key management of the Adviser, including
Andrew Menlove, Partner | Operations, Carie McNeil, Partner | Investor Relations, Nick
Etherington, Partner | Underwriting & Originations and Tally Ringwood, Partner | Finance.
The Adviser provides investment advisory services to the following fund clients in its capacity as
noted below:
i. the Adviser is the investment manager of the Mountain West Debt Fund, LP, a
Delaware limited partnership (the “Debt Fund”), and its subsidiary, Mountain West
REIT, LLC, a Delaware limited liability company (the “REIT Sub”). The REIT Sub
was formed as a real estate investment trust and subsidiary of the Debt Fund. The Debt
Fund, organized for the purpose of investing in real estate secured debt instruments,
conducts its business primarily through the REIT Sub.
ii. the Adviser is the general partner and investment manager of MW Equity Fund I, LP,
a Delaware limited partnership (“MWEF 1”), organized for the purpose of investing in
real estate investments.
iii. the Adviser is the investment manager of MWEF 3 NWQ, LP, a Delaware limited
partnership (“MWEF 3”), organized for the purpose of investing in real estate
investments in northern Utah.
iv. the Adviser is the investment manager of TDEF 5 MHOZ, LP, a Delaware limited
partnership (“TDEF 5”), organized as a qualified opportunity fund for the purpose of
investing in a qualified opportunity zone business (the “QOZB”) that acquires,
develops and manages manufactured housing properties located throughout the United
States.
v. the Adviser is the investment manager of TDEF 6 MAYFLOWER, LP, a Delaware
limited partnership (“TDEF 6”), organized for the purpose of investing in real estate
investments in northern Utah.
vi. the Adviser is the investment manager of TD Equity Fund 7, LP, a Delaware limited
partnership (“TDEF 7”), organized for the purpose of investing in real estate
investments in Utah and possibly in other states located in the Western and
Intermountain regions of the United States.
vii. the Adviser is the investment manager of TDEF 8 MH, LP, a Delaware limited
partnership (“TDEF 8 MH”), organized for the purpose of investing in the acquisition,
development and management of manufactured housing communities throughout the
United States.
viii. the Adviser is the investment manager of TDEF 9 AZ, LP, a Delaware limited
partnership (“TDEF 9”), organized for the purpose of investing in real estate
investments in Arizona.
ix. the Adviser is the investment manager of TDEF POWER RANCH, LP, a Delaware
limited partnership (“TDEF Power Ranch”), organized for the purpose of investing in
real estate investments in Arizona.
x. the Adviser is the investment manager and sole member of Mountain West Notes, LLC,
a Utah limited liability company (“MWN”), organized for the purpose of making
secured loans to the Debt Fund.
xi. the Adviser is the investment manager and sole member of Mountain West Notes QP,
LLC, a Utah limited liability company (“MWN QP”), organized for the purpose of
making secured loans to the Debt Fund.
The foregoing fund clients are collectively referred to in this Brochure as the “Investment Funds”
and individually as an “Investment Fund.”
The Adviser also provides limited, non-discretionary advisory services to two clients, each of
which is a non-affiliated, non-sponsored private fund (collectively, the “Non-Affiliated Clients”
and,
individually, a “Non-Affiliated Client”). The Non-Affiliated Clients are managed by a family
office which is also unrelated and not affiliated with the Adviser.
B. Investment Advisory Services
The Adviser provides discretionary investment advisory services and performs administration
services for the Investment Funds, including research, underwriting and investment direction. The
Adviser may form additional entities and partnerships in the future and may manage the
investments of those entities and partnerships. The offering materials for certain of the Investment
Funds contemplate that there may be parallel funds, which would be expected to invest in assets
side-by-side on a pro-rata basis (based upon capital commitments) with the respective Investment
Funds. Generally, parallel funds would be established to accommodate specific tax or legal
compliance issues impacting certain types of investors. To date, the Adviser has not created a
parallel fund as such term is used in the applicable offering materials, other than (i) the formation
of MWN QP which operates as a parallel fund to MWN in raising debt capital from investors
(“qualified purchasers”) and then lending that capital to the Debt Fund; and (ii) the formation of
TDEF 8 MHQP which operated as a parallel fund to TDEF 8 MH before being combined with
TDEF 8 MH in December, 2022.
The advisory services provided by the Adviser to the Investment Funds are tailored to the
investment objectives, strategies and limitations described in each Investment Fund’s respective
offering materials and operating agreement or limited partnership agreement, as applicable. Below
is a summary of the general objective for each Investment Fund:
• It is the objective of the Debt Fund and the REIT Sub to invest in a diversified portfolio of
real estate secured debt.
• It is the objective of MWN to raise capital through issuances of debt securities for the
purpose of making secured loans to the Debt Fund to invest in real estate secured debt
instruments.
• It is the objective of MWN QP to raise capital through issuances of debt securities for the
purpose of making secured loans to the Debt Fund to invest in real estate secured debt
instruments.
• It is the objective of MWEF 1 to invest in a diversified portfolio of real estate equity
investments.
• It is the objective of MWEF 3 to invest in a targeted portfolio of real estate equity
investments.
• It is the objective of TDEF 5 to invest in a targeted portfolio of real estate equity
investments.
• It is the objective of TDEF 6 to invest in a targeted portfolio of real estate equity
investments.
• It is the objective of TDEF 7 to invest in a targeted portfolio of real estate equity
investments.
• It is the objective of TDEF 8 MH to invest in a targeted portfolio of real estate equity
investments.
• It is the objective of TDEF 9 to invest in a targeted portfolio of real estate equity
investments.
• It is the objective of TDEF Power Ranch to invest in a targeted portfolio of real estate
equity investments.
The Adviser does not provide investment advisory services to the respective members, limited
partners, or investors of the Investment Funds.
The Adviser does not participate in “wrap fee programs.”
With respect to the Non-Affiliated Clients, the Adviser provides limited, non-discretionary
advisory services. These services include oversight and consultation regarding existing
investments of the Non-Affiliated Clients in the QOZB.
As of December 31, 2023, the amount of client assets managed by the Adviser on a discretionary
basis was $770,436,690. Because the Adviser does not provide continuous and regular supervisory
or management services to the Non-Affiliated Clients, the assets of these clients are not included
in the Adviser’s assets under management.