The Manager, a Delaware limited liability company and a registered investment adviser,
was established in order to act as sponsor and provide investment advisory services to one or more
investment funds (collectively the “Fund” or “Partnership”) privately offered to qualified
investors primarily in the United States (each a “Limited Partner” and, collectively, the “Limited
Partners”). The general partner entities or each Partnership are affiliated with the Manager
(collectively the “General Partner” and, together with the Manager, the “Adviser”). The General
Partner is registered under the Advisers Act pursuant to the Manager’s registration in accordance
with SEC guidance1. This Brochure also describes the business practices of the General Partner,
which operates as a single advisory business together with the Manager. For purposes of the
Advisers Act, the Adviser’s client is the Partnership.
The Adviser, which was founded in 2020, is 100% owned by Merchants Bancorp, a
diversified bank holding company headquartered in Carmel, Indiana and registered under the Bank
Holding Company Act of 1956, as amended (together with Merchants Bank of Indiana, “MBI”).
The Adviser’s investment advisory and management services consist of investing the assets
of the Partnership in certain qualifying commercial real estate related loans that were originated
by MBI (an affiliate of the Adviser) which satisfy the applicable guidelines (the “Investment
Guidelines”) set forth within the Partnership’s Memorandum or Partnership Agreement (as such
terms are defined below) or satisfy an exception to the Investment Guidelines which has been
approved by the Limited Partners and are: (i) first mortgage loans secured by multi-family
projects; (ii) first mortgage loans secured by healthcare projects; or (iii) mezzanine loans secured
by the equity of multi-family projects which satisfy the Federal Housing Administration (the
“FHA”) requirements for mezzanine loans (collectively, items (i) - (iii), the “Investment Assets”)
and (B) to provide investors with attractive, risk-adjusted returns by providing a portion of the
investment
return as current income and a portion of the investment return as a return of capital.
Merchants Capital Corp., a wholly owned subsidiary of MBI and affiliate of the Adviser,
shall be the servicer of any Investment Assets owned by the Partnership (the “Servicer”). Each
Investment Asset purchased by the Partnership will be purchased in a “true sale” transaction from
MBI on a “servicing released” basis, and from and after the purchase the servicing of such
Investment Asset shall be performed on behalf of the Partnership by the Servicer.
The Adviser’s advisory services to the Partnership are detailed in the applicable private
placement memoranda or other offering documents (each, a “Memorandum”), limited partnership
or other operating agreements or governing documents (each, a “Partnership Agreement”)1 and
are further described below under “M
ETHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK
OF LOSS
.” Investors in the Partnership participate in the overall investment program for the
applicable Partnership but may be excused from a particular investment due to legal, regulatory or
other agreed-upon circumstances pursuant to the relevant Partnership Agreement. The Partnership
or the General Partner have the ability to enter into side letters or other similar agreements (“Side
1 Registration of an investment adviser does not imply any level of skill or training.
2 All capitalized terms not otherwise defined in this Brochure shall have the meanings ascribed to them in the
Memorandum, Partnership Agreement, or equivalent.
Letters”) with certain investors that have the effect of establishing rights (including economic or
other terms) under, or altering or supplementing the terms of, the relevant Partnership Agreement
with respect to such investors.
Furthermore, the Adviser may make co-investment opportunities available to any Limited
Partner and their affiliates, in each case on the same terms as offered to the Partnership to the
extent that any potential Investment Asset does not satisfy the Investment Guidelines.
As of December 31, 2023, the Adviser manages approximately $882,467,171 in client
regulatory assets under management.