A. General Description of Advisory Firm
EM Advisor, LLC (the “Adviser,” “we,” or “us,”) is a Delaware limited liability company that was
formed and commenced operations on March 19, 2021, with principal offices located in New York,
New York. The Adviser is a wholly owned subsidiary of Equity Multiple, Inc. (the “Website
Operator”), a Delaware corporation founded in February 2015. The Adviser acts in coordination with
the Website Operator and certain affiliated companies in the conduct of its business. Unless otherwise
indicated, any references to the “Adviser” hereinafter refer collectively to the Adviser, its affiliates,
and the Website Operator.
Since the filing of the Adviser’s last Brochure, the Adviser has launched several new Funds (as
defined below) on the Website (as defined below). The Adviser provides investment management
services to the Clients (as defined below) on a discretionary basis.
B. Description of Advisory Services
The Website Operator operates and manages the EquityMultiple.com online platform (the
“Website”). Through the Website, accredited investors can browse and screen commercial real estate
(“CRE”) investment opportunities, view details of a prospective investment, and then complete the
investment subscription process online. The Website allows individuals to become investors in
historically difficult-to-access alternative investment opportunities. These opportunities are offered
through investment vehicles structured as follows:
• Investment-specific special purpose vehicles (“SPVs”);
• Investment vehicles that offer exposure to alternative investment opportunities through
issuing notes (“Note Issuers”, and collectively with the SPVs and Blind Pool Fund, the
“Funds”, and each individually, a “Fund”).
Each Fund has an operating agreement or other similar organizational documents, a subscription
agreement, a listing on the Website and other applicable disclosure documents (collectively,
“Offering Documents”). This Brochure refers to investors within the Funds as “Fund Investors.” The
Adviser generally provides investment advice solely to the Funds, which at times are referred to
herein as the Adviser’s “Clients,” and not individual Fund Investors. The Adviser may sub-advise or
co-manage funds or SPVs with third-party advisers.
i. Investment-Specific SPVs
An investment-specific SPV is generally a limited liability company formed by the Adviser to serve
as a special purpose investment vehicle for each such investment. Through the Website, individual
accredited investors may purchase membership interests in the applicable SPV to participate in the
investment opportunity. Each SPV is formed specifically to make a particular investment or set of
investments and its investment guidelines limit the SPV to making only such investment or set of
investments, as applicable.
The advisory services performed by the Adviser with respect to SPVs include, but are not limited to:
(i) identifying and acquiring each SPV’s investment, which is generally accomplished through the
Adviser’s network of loan and/or other investment originators, sponsors and specialty finance
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companies (each, an “Originator”) who provide access to potentially attractive investment
opportunities; (ii) monitoring and managing each SPV’s existing investments; and (iii) coordinating
distribution of proceeds and the ultimate liquidation of each SPV. Ultimately, each investor in a SPV
chooses their investments and the amounts thereof and the Adviser has no discretion or authority with
respect to such investor’s investment decisions.
ii. Note Issuers
The Adviser currently manages two categories of Note Issuers:
• Delaware limited liability companies that offer multiple series of privately placed borrower
payment dependent notes (the “RENOTE Funds”); and
• A Delaware limited liability company that offers multiple series of privately placed 90-day
promissory notes, 180-day promissory notes and 270-day promissory notes (the “ALPINE
NOTE Fund”).
The Adviser implements the RENOTE Funds’ investment objectives by creating wholly owned
special purpose investment vehicles, each of which (a) corresponds to a series of notes and (b) funds,
acquires or originates one or more investments. Payments on each series of notes are dependent on
the payments each corresponding special purpose investment vehicle receives (and therefore,
in turn,
the relevant RENOTE Fund receives) on one or more specific investments.
The ALPINE NOTE Fund similarly invests in special purpose investment vehicles that fund, make,
acquire, originate, refinance, purchase or invest in investments. No note or series of notes issued by
the ALPINE NOTE Fund, however, is directly associated with any particular investment, unless
specifically stated otherwise in the ALPINE NOTE Fund’s Offering Documents. Instead, the notes
are debt obligations that are secured by all of the assets of the ALPINE NOTE Fund.
The Adviser manages Note Issuers and, in the case of the RENOTE Funds, their underlying special
purpose investment vehicles, and is responsible for making their investment decisions on a
discretionary basis. Ultimately, each note purchaser chooses their investments and the amounts
thereof and the Adviser has no discretion or authority with respect to such note purchaser’s decisions.
The Funds typically invest directly or indirectly in real estate and real estate securities, including in
direct loans to borrowers secured by income producing assets or in participation interests (such as
individual loans or pools of loans) held by a third party (collectively, “Credit Investments”, and each
individually, a “Credit Investment”). Such Credit Investments are typically secured by interests in
real or personal property. Certain Funds may also acquire equity or similar ownership interests in
assets of the type underlying the Credit Investments the Adviser intends to target, including real estate
(collectively, “Equity Investments”, and each individually, an “Equity Investment”).
In accordance with the foregoing strategies, the Adviser will generally seek to acquire Credit
Investments that (i) are believed to be sufficiently collateralized to preserve capital, and (ii) will
generate income in accordance with the Adviser’s desired investment characteristics. Given the
nature and risks associated with special-situation lending, the Adviser will generally seek to focus
first on the collateral available for each Credit Investment in order to protect principal, and then
second on obtaining an appropriate return given the term, risk and liquidity associated with each
specific Credit Investment. The Adviser will generally apply similar criteria for any Equity
Investment the Funds may acquire, with a focus on the Adviser’s expected risk adjusted return on
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such Equity Investments.
The Adviser also manages one open-end blind pool fund, EM Ascent Fund I, L.P. which primarily targets
investments in private senior real-estate-backed loans.
* * *
The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, the
investment strategies pursued, and investments made by us on behalf of our Clients, should not be
understood to limit in any way our investment activities. We may offer any advisory services, engage
in any investment strategy and make any investment, including any not described in this Brochure,
that we consider appropriate, subject to each Client’s investment objectives and guidelines. The
investment strategies we pursue are speculative and entail substantial risks.
C. Availability of Customized Services for Individual Funds
The Adviser tailors its investment advisory services to each Client. However, the Adviser does not
tailor its advisory services to the individual needs of Fund Investors, and Fund Investors may not
impose restrictions on investing in certain securities or types of investments. The Adviser’s
investment decisions and advice with respect to each Fund are subject to each Fund’s investment
objectives and guidelines, as set forth in each Fund’s Offering Documents. The Offering Documents
of certain Funds, such as the SPVs, restrict the Adviser from purchasing on behalf of such Fund any
securities or investments other than the initial investment made by such Fund. Investors and
prospective investors should refer to such Fund’s Offering Documents for complete information
regarding the investment restrictions and other information with respect to such Fund.
D. Wrap Fee Programs
The Adviser does not participate in wrap fee programs.
E. Assets Under Management
The Adviser manages approximately $150,480,422 in regulatory assets under management on a
discretionary basis as of December 31, 2023.
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