OREI Advisors LP, a Delaware limited partnership and a registered investment adviser (the
“Adviser”), and its affiliated investment advisers provide investment advisory services to
investment funds, which are privately offered to qualified investors in the United States and
elsewhere. The Adviser and its advisory affiliates commenced operations in April 2016.
The Adviser’s clients include the following (each, a “Fund,” and collectively, together
with any future private investment fund to which the Adviser and/or its affiliates provide
investment advisory services, the “Funds”):
OREI Fund I LP
OREI Fund I-A LP (together with OREI Fund I LP, “Credit I Fund”)
OREI Long Term Equity Fund LP
OREI Long Term Equity Fund A LP (together with OREI Long Term Equity Fund
LP, “LTE Fund”)
OREI Credit II LP
OREI Credit II A LP (together with OREI Credit II LP, “Credit II Fund”)
OREI Dana Point Co-Investment LP, OREI HLP Co-Invest LP, OREI LCR Co-
Invest LP, Ohana SVB Co-Invest LP and Ohana SVB Co-Invest A LP (collectively,
the “LTE Co-Invest Funds”)
Ohana Equity Fund II LP
Ohana Equity Fund II A LP (together with Ohana Equity Fund II LP, “Equity II
Fund”) and LTE Fund (together with Equity II Fund, the “Equity Funds”)
Ohana Credit III LP
Ohana Credit III A LP (together with Ohana Credit III LP, (“Credit III Fund”)
and Credit III Fund together with Credit II Fund and Credit I Fund, the “Credit
Funds”)
The following general partner entities are affiliated with the Adviser:
OREI Fund I GP LP
OREI Long Term Equity Fund GP LP (“LTE General Partner”)
OREI Credit II GP LP (“Credit II General Partner”)
Ohana Equity Fund II GP LP (“Equity II General Partner”)
Ohana Credit III GP LP (“Credit III General Partner”)
together with OREI Fund I GP LP, LTE General Partner, the Equity II General
Partner, the Credit III General Partner and any future affiliated general partner
entities, the “General Partners,” and the General Partners together with the
Adviser, the “Advisers”
In addition to the Funds, the Adviser also manages assets of other client investment accounts on a
separately managed basis (each, an “SMA,” and collectively, the “SMAs”). The SMAs generally
invest or previously invested alongside certain Funds. References herein to the “Funds” generally
should be read to include the SMAs as the context so requires.
The Advisers are subject to the Advisers Act pursuant to the Adviser’s registration in
accordance with SEC guidance. This Brochure also describes the business practices of the
Advisers, which operate as a single advisory business and are under common control. The Advisers
also operate together with their affiliated and associated entities as “Ohana,” “Ohana Real Estate
Investors” and/or “OREI.”
The Funds are private real estate funds and invest through negotiated transactions primarily
in real estate and real estate-related debt and equity securities and other investments, generally
referred to herein collectively as “portfolio investments.” The Adviser may also invest the Fund
assets and its other client assets, into joint ventures or the public equity or debt securities of real
estate-related companies. The Advisers’ investment advisory services to the Funds consist of
identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments and achieving dispositions for such investments, as
applicable. Where such investments consist of real estate equity investments, George Christopher
Smith (the “Principal”) or other senior personnel of the Advisers or their affiliates may serve on
such portfolio investments’ respective boards of directors or otherwise act to influence control
over management of portfolio investments held by the Funds.
The Advisers’ advisory services to the Funds are detailed in the
applicable private
placement memoranda, disclosure document or other offering documents (each, a
“Memorandum”) and/or limited partnership or other operating agreements of the Funds, service
agreements or governing documents (each, a “Fund Agreement” and, as applicable, together with
any relevant Memorandum, the “Governing Documents”) and are summarized below under “Item
8. Methods of Analysis, Investment Strategies and Risk of Loss,” as applicable. Investors in the
Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall
investment program for the applicable Fund, but in certain circumstances are excused from a
particular investment due to legal, regulatory or other agreed- upon circumstances pursuant to the
Governing Documents; for the avoidance of doubt, such arrangements generally do not and will
not create an adviser-client relationship between the Adviser and any investor. The Funds or the
Advisers have entered into side letters or other similar agreements (“Side Letters”) with certain
investors that have the effect of establishing rights under, or altering or supplementing the terms
(including economic or other terms) of, the Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, the Adviser expects to provide
(or agree to provide) investment or co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants (including the Real Estate
Services Group, as defined below) and other service providers, portfolio investment management
or personnel, Adviser personnel and/or certain other persons associated with the Adviser and/or
its affiliates (e.g., a vehicle formed by the Adviser’s Principals to co-invest alongside a particular
Fund’s transactions). Such co-investments typically involve investment and disposal of interests
in the applicable portfolio investment at the same time and on the same terms as the Fund making
the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle
(including a co-investing Fund) purchases a portion of an investment from one or more Funds after
such Funds have consummated their investment in the portfolio investment (also known as a post-
closing sell-down or transfer), which generally will have been funded through Fund investor
capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-
investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment
to minimize any changes in valuation of the investment, but in certain instances could be well after
the Fund’s initial purchase. Where appropriate, and in the Adviser’s sole discretion, the Adviser is
authorized to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs. However, to the extent any such amounts are not so charged or
reimbursed (including charges or reimbursements required pursuant to applicable law), they
generally will be borne by the relevant Fund. Since its inception, the LTE General Partner has
formed multiple co-investment vehicles and SMAs that invest alongside the LTE Fund in its
investments.
As of December 31, 2023, the Adviser managed $ 1,306,620,441 in client assets on a
discretionary basis. OREI Fund I UGP LLC, a Delaware limited liability company, acts as the
general partner of the Adviser. The Adviser is controlled by the Principal, and is principally owned
by Ohana Real Estate Investors, LLC and GCS & SBS Investments LLC, each of which are
controlled by the Principal.