A. General Description of the Advisory Firm
Limekiln Real Estate Investment Management, LP (“Limekiln” or the “Firm”) is a Delaware limited
partnership established in 2018 that provides investment advisory services to asset managers and loan
processing companies (each a “Client”, collectively the “Clients”). Limekiln Real Estate Investment
Management GP, LLC, a Delaware limited liability company, is the general partner of Limekiln (the “General
Partner”). The principal owner of the General Partner is Scott Waynebern.
B. Description of Advisory Services
Limekiln is a finance company that focuses on multifamily debt investments, including investments
structured as preferred equity. The business of Limekiln is to provide expertise related to identifying,
processing, closing, financing, asset managing and securitizing target investment opportunities.
In particular, Limekiln provides non-discretionary investment advisory services to MF1 Process LLC, a
Delaware limited liability company (the “Loan Processing Company”) and, through the Firm’s role in the
Loan Processing Company, to MF1 Capital LLC, a Delaware limited liability company (“MF1 Capital”). The
Loan Processing Company has entered into a services agreement (the “Services Agreement”) with MF1
Capital. Limekiln (or one of its affiliates) is a member of the Loan Processing Company and is primarily
responsible for providing the services required under the Services Agreement. Limekiln reserves the right to
work with third parties under joint venture arrangements in connection with the Loan Processing Company.
Pursuant to the Services Agreement, the Loan Processing Company processes proposed mortgage loan,
mezzanine loan and/or other debt investments funded by MF1 Capital related to the acquisition,
development, renovation, refinancing, repositioning, rehabilitation, stabilization and/or construction of
multifamily real property (each, a “Mortgage Loan”, and, collectively, the “Investment Opportunities”).
Further, the Loan Processing Company performs preliminary
analysis to screen potential Investment
Opportunities for consideration by MF1 Capital. The Loan Processing Company and MF1 Capital
communicate regularly on target Investment Opportunities to ensure that the Loan Processing Company is
identifying the types of Investment Opportunities that are desirable to MF1 Capital, and to focus efforts on
Investment Opportunities that are most compelling to MF1 Capital.
The Loan Processing Company engages in underwriting, site inspection of underlying property, legal due
diligence and other services pursuant to the Services Agreement.
Further, although MF1 Capital is primarily responsible for the asset management of each Mortgage Loan,
Limekiln, through its role in the Loan Processing Company, provides MF1 Capital with ongoing advice and
assists in coordinating reporting from the applicable servicer for such Mortgage Loan, assessing quarterly
reviews and advising MF1 Capital on borrower consents and other asset management matters.
Limekiln does not currently engage in other consulting arrangements, but reserves the right to enter into
consulting arrangements related to analyzing and processing loans or other debt investments that are not
processed by the Loan Processing Company or funded by MF1 Capital. In addition, Limekiln reserves the
right to enter into consulting arrangements with one or more third parties related to the acquisition of real
estate related securities, including bonds issued through securitization programs.
C. Tailored Advisory Services
The Firm does not tailor its advisory services to the individual needs of those individual investors who might
invest in entities for which Limekiln provides investment advisory services. No investor may impose
restrictions on the investing of these entities in certain securities and other financial instruments. There is
no assurance that the investment objectives of the investors will be achieved.
D. Wrap Fee Programs
Limekiln does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, Limekiln has $14,748,157,865 in regulatory assets under management on a non-
discretionary basis.