Origin Credit Advisers, LLC (“OCA”, “we,” or “us”) provides discretionary investment advisory services to privately
offered pooled investment vehicles which invest in real estate securities and which may in the future invest in real
estate. OCA does not provide investment advice to individual natural person clients. OCA is a wholly owned
subsidiary of Origin Investments Group, LLC, a Delaware limited liability company, which operates as “Origin
Investments.” Origin Investments purchased the assets of a real estate investment management company founded
in 2007 by principals David Scherer and Michael Episcope. As part of this transaction, the assets of Origin MCF
Investco, LLC (the “Previous Adviser”), were acquired for OCA to manage. OCA is based in Denver, Colorado and
Origin Investments is based in Chicago, Illinois.
OCA serves as the adviser to Origin Multifamily Credit Fund, LLC (“Origin MCF”), Origin MCF Parallel Fund (the
“Parallel Fund” and together with Origin MCF, the “MCF Funds”), Origin Strategic Credit Fund, LLC (“Origin SCF”),
and Origin Strategic Credit Parallel Fund, LLC (“SCF Parallel” and together with Origin SCF, the “SCF Funds,” and
collectively with the MCF Funds, the “Funds”). The Parallel Fund and SCF Parallel were formed to accommodate
certain investors who wished to invest in Origin MCF or Origin SCF, respectively, but did not want to utilize a REIT
blocker. The Parallel Fund is invested pari passu with Origin MCF. SCF Parallel invests in real estate securities and
debt pari passu with Origin SCF; however SCF Parallel will not invest alongside the SCF Fund to the extent Origin SCF
invests directly in real estate. The MCF Funds have approximately $250 million in discretionary regulatory assets
under management as of December 31, 2023. The SCF Funds have approximately $117 million in discretionary
regulatory assets under management as of December 31, 2023. The Funds are presently OCA’s only clients.
OCA is responsible for identifying investment opportunities for clients and facilitating the acquisition, monitoring,
and disposal of each of the Fund’s investments. OCA’s portfolio management team, led by Thomas Briney, is separate
from the portfolio management team at Origin Investments, although OCA does consult with investment personnel
at Origin Investments on investment matters at OCA and vice versa. OCA’s private fund clients are structured in a
variety of ways, including as parallel funds and/or master-feeder structures. In addition, the funds may use
subsidiaries to make investments, including subsidiaries structured as real estate investment trusts (“REITs”).
Parallel funds generally invest in assets side-by-side based upon capital commitments. Parallel funds are generally
established to accommodate specific compliance, legal, regulatory, tax or other needs of certain investors and may
be organized in a variety of jurisdictions. In addition, OCA may consider the formation of funds or other structures
including but not limited to separate accounts.
The MCF Funds’ primary investment objective is to generate current income and capital appreciation; the SCF Funds’
primary investment objective is to generate current income and preserve capital across various market cycles, with
a secondary objective of capital appreciation. The Funds pursue these objectives predominantly through B-Piece
Certificates and Interest-Only Strips. B-Piece Certificates generally represent the most subordinated 10% in principal
amount of “K-Certificates” issued by real estate mortgage investment conduit securitizations of pools of Federal
Home Loan Mortgage Corporation™ (“Freddie Mac” or “FM”) multifamily mortgage loans, in what are commonly
known as “K-Deals.” The Funds also tangentially invests in Multifamily Structured Credit Risk Notes (“MSCR Notes”)
which are unguaranteed securities designed to transfer to investors
a portion of the credit risk associated with
eligible multifamily mortgages. The Fund invest in both the B-1 and M-2 tranches of MSCR Notes. The SCF Funds may
also originate and acquire mortgages on real property ad take preferred equity positions in real estate owning
entities. The Funds use leverage, either directly or indirectly through their respective subsidiaries, and will incur
indebtedness in seeking its targeted returns and to otherwise finance their respective operations.
OCA expects that any additional clients it will serve in the future will be private funds or separate accounts with a
similar, or in some cases, a broader investment strategy as the Funds. OCA does not manage assets for clients on a
non-discretionary basis. OCA provides investment advice to each client in accordance with the organizational
documents of such client. Investment advice is provided directly to the private fund clients and not to the investors
(i.e., the limited partners or members) of such private fund clients. OCA’s private fund clients are exempt from
registration under the Investment Company Act of 1940, as amended. In addition, each Fund’s securities offerings
are exempt from registration under the Securities Act of 1933, as amended.
Origin Investments and its affiliates also manage privately-offered pooled investment vehicles. These vehicles
generally hold real estate assets and generally do not significantly invest in securities. Origin Investments and its
subsidiaries other than OCA are not subject to the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
OCA is managed by Thomas Briney, Michael Episcope, and David Scherer (“OHC Partners”) pursuant to a
management agreement (the “OHC Management Agreement”) among OHC Management, L.P. (“OHC”), the OHC
Partners and KIG Management Group, LLC (“KIGMG”). The OHC Partners serve as key personnel of OCA and are
responsible for the management, supervision and oversight of OCA. KIGMG entered into the OHC Management
Agreement in furtherance of a separate management agreement among KIGMG, the Principals of KIGMG, Focus LLC,
Kovitz Investment Group Partners, LLC, OCA and certain other parties. Pursuant to the OHC Management
Agreement, certain decisions relating to the ongoing management and operation of OCA will be subject to KIGMG’s
approval, including significant expenditures and other budgetary matters. OCA does not believe that KIGMG’s
approval rights for such matters will materially affect the day-to-day advisory relationship between OCA and its
clients.
OCA is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, OCA is a wholly-owned
subsidiary of Origin Investments Group, LLC, which is a wholly-owned indirect subsidiary of Focus LLC. Ferdinand FFP
Acquisition, LLC is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through
the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority-owned, indirectly and
collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles
affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because OCA is an indirect,
wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of OCA.
Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms,
business managers and other firms (the “Focus Partners”), most of which provide wealth management, benefit
consulting and investment consulting services to individuals, families, employers, and institutions. Some Focus
Partners also manage or advise limited partnerships, private funds, or investment companies as disclosed on their
respective Form ADVs.