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Origami Capital Partners, LLC: investment adviser
Origami Capital Partners, LLC is an investment adviser registered with the SEC (file 801-73372, CRD 160054). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $1.5B
- Discretionary
- 92%
- Accounts
- 18
- Employees
- 10
- In advisory roles
- 10
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 18 | $1.5B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Origami Capital Partners Holdings LP | Company (U.S.) | Member | E 75% or more | May 2019 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Origami Capital Partners | Origami Capital LP | Company (U.S.) | F General partner, trustee or managing member | Yes | |
| Jeffrey David Young | Origami Capital Partners Holdings and GP, LLC Member | Person | D 50% to 75% | Yes | |
| Thomas [NMN] Elden | Origami Capital Partners Holdings GP, LLC | Person | C 25% to 50% |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Origami Capital Partners, LLC Brochure, filed Apr 1, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Origami provides discretionary and non-discretionary investment advisory services to private investment funds (each a “Fund” and collectively the “Funds”). The Funds are open only to certain financially sophisticated and high net-worth individuals and entities, as more fully discussed in Item 7. With the exception of the entities comprising Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V, Overflow Fund and Origami Taomo (as defined below), which are managed by an affiliated general partner, or in the case of Origami DWC and OCP Liberty (as defined below), an affiliated managing member, Origami also serves as the general partner to the Funds. The Funds are: • • • • • •
• • • • •
• • • •
Read the rest of Item 4 (1,021 more words)
Origami Partners III, LP, a Cayman Islands exempted limited partnership (“Origami Partners III”); Origami Partners V Offshore LP, a Cayman Islands exempted limited partnership (“Origami Offshore V”); Origami Partners V, LP, a Cayman Islands exempted limited partnership that invests substantially all of its assets in Origami Offshore V (“Origami Partners V”); Origami Opportunities Fund III, L.P., a Delaware limited partnership (“Origami Opportunities Fund III”); Origami Opportunities Fund III Offshore Master L.P., a Cayman Islands exempted limited partnership (“Origami Opportunities Fund III Offshore Master”); Origami Opportunities Fund III Offshore L.P., a Cayman Islands exempted limited partnership that invests substantially all of its assets in Origami Opportunities Fund III Offshore Master (“Origami Opportunities Fund III Offshore” together with Origami Opportunities Fund III and Origami Opportunities Fund III Offshore Master, “Origami Opportunities III”); Origami DWC, LLC, a Delaware limited liability company (“Origami DWC”); Origami Opportunities Master IV (A), L.P., a Delaware limited partnership (“Origami Master IV (A)”); Origami Opportunities Master IV (B), L.P., a Delaware limited partnership (“Origami Master IV (B)”); Origami Opportunities Fund IV, L.P., a Delaware limited partnership that invests substantially all of its assets in Origami Master IV (A) and Origami Master IV (B) (“Origami Opportunities Fund IV”); Origami Opportunities Fund IV Offshore, L.P., a Cayman Islands exempted limited partnership that invests substantially all of its assets in Origami Master IV (A) and Origami Master IV (B) (“Origami Opportunities IV Offshore” together with Origami Opportunities Fund IV, Origami Master IV (A) and Origami Master IV (B), “Origami Opportunities IV”); Origami Taomo I, L.P., a Delaware limited partnership (“Origami Taomo”); OCP Liberty, LLC, a Delaware limited liability company (“OCP Liberty”); Origami Opportunities Master V (A), L.P., a Delaware limited partnership (“Origami Master V (A)”); Origami Opportunities Master V (B), L.P., a Delaware limited partnership (“Origami Master V (B)”);
• •
Origami Opportunities Fund V, L.P., a Delaware limited partnership that invests substantially all of its assets in Origami Master V (A) and Origami Master V (B) (“Origami Opportunities Fund V”); Origami Opportunities Fund V Offshore, L.P., a Cayman Islands exempted limited partnership that invests substantially all of its assets in Origami Master V (A) and Origami Master V (B) (“Origami Opportunities V Offshore” together with Origami Opportunities Fund V, Origami Master V (A) and Origami Master V (B), “Origami Opportunities V”); and Origami Opportunities Overflow Fund V LP, a Delaware limited partnership (“Overflow Fund”).
Origami does not generally tailor its advisory services to the individual needs of investors in the Funds (“Investors”). All Funds are managed on a fully discretionary basis. Origami DWC was formed for the sole and exclusive purpose of owning an interest in and acting as the manager of an Origami affiliated property company (the “Property Company”), and, among other things, indirectly owning, developing, improving, and selling an interest in a single real property asset through its interest in the Property Company or other related entities. Origami Taomo was formed to co-invest alongside Origami Opportunities IV in two Origami affiliated entities that hold investments in a diverse portfolio of assets managed by a third party. OCP Liberty was formed to co-invest alongside Origami Opportunities IV in an asset managed by a third party. All Funds are currently closed to new investors and only Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V, Overflow Fund and Origami DWC are making new investments. For the avoidance of doubt, “new investments” includes follow-on investments. The principal owners of Origami are Jeffrey Young, Julie Klaff, and Joelle Kellam (the “Managing Partners”). Thomas Elden founded Origami in 2008. Origami is an investment firm that specializes in identifying niche special situation opportunities in the capital markets. The objective of the funds listed above is to provide Investors with attractive long-term returns by partnering with asset managers to solve ownership, structural, financial, or legal problems with investment vehicles. This may include, among other things, investing new money to address debt maturities, capital expenditures and other needs at either the asset or fund level; providing liquidity to existing investors, typically through tender offers or the acquisition of partial ownership interests; comprehensive fund restructurings, which typically include secondary liquidity and follow-on capital; and acquiring directly illiquid assets. Investments may be made in fund interests, private partnerships, joint ventures, or interests in other structures that make the underlying asset illiquid (collectively, “Trapped Assets”). Origami Offshore V, Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V and the Overflow Fund may also include portfolios of private funds which are not in liquidation. The relevant private funds may be domiciled in the US or abroad. Origami may also implement portfolio hedges from time to time as it deems appropriate in an attempt to mitigate a client’s exposure to particular risks and/or overall equity or debt market declines. As noted above, Origami DWC was formed for the purpose of directly or indirectly owning, developing, improving, and selling an interest in a single real property asset, Origami Taomo was
formed to co-invest alongside Origami Opportunities IV in a diversified asset portfolio, OCP Liberty was formed to co-invest alongside Origami Opportunities IV in a single asset and the Overflow Fund was formed for a single investor to co-invest alongside Origami Opportunities V. In certain cases, Origami has entered into side letter agreements with certain Investors in the Funds establishing certain rights and privileges under, or supplementing or altering the terms of, the applicable governing documents. Such rights and privileges may not be available to other Investors (including without limitation, transparency rights, reporting rights, capacity rights, and certain other protections and the right to receive certain special allocations). Any rights or terms so established in a side letter with an Investor will govern solely with respect to such Investor (but not any of such Investor’s assignees or transferees unless so specified in such side letter) and will not require the approval of any other Investor notwithstanding any other provision of the relevant Fund’s governing documents. As of December 31, 2025, Origami has regulatory assets under management (as defined by the SEC) of approximately $1,483,231,476. $1,365,267,613 of such assets are managed on a discretionary basis and $117,963,863 of such assets are managed on a non-discretionary basis.
Item 5. Fees and compensation
Origami Partners V Origami Partners V only accepted investments from one unaffiliated investor and is not open to new investors. Origami receives a management fee paid quarterly in advance and is also eligible to receive performance-based compensation at rates that were negotiated with the sole outside investor in Origami Partners V. Such terms are set forth in the respective limited partnership agreements signed by the investor in Origami Partners V. Fees are deducted from Investor capital accounts. Investors do not have the option to be billed directly.
Read the rest of Item 5 (8,021 more words)
In addition, Origami Partners V will be responsible for and will pay all Fund expenses, including: (i) all organizational and offering expenses (excluding placement fees, if any) up to $150,000 collectively (any such expenses in excess of $150,000 were paid by Origami without reimbursement); (ii) all expenses directly or indirectly attributable to the Fund’s consideration and evaluation of, as well as participation in, any investment opportunity (both investment opportunities in which Origami Partners V participates and prospective investment opportunities which are considered by Origami Partners V but in which Origami Partners V does not participate), including: due diligence; reasonable travel and customary entertainment costs of Origami and certain related parties, database for use in tender offers and auctions and research and valuation software, custodian fees and all unreimbursed expenses incurred in connection with the actual or proposed making, holding, management, supervising, pledging, sale or other disposition of all or
any portion of residual interests; any investment vehicle formed with respect to any investment opportunity or prospective investment opportunity; and any indemnification obligation arising with respect to any investment opportunity or prospective investment opportunity; and (iii) all other expenses of Origami Partners V incurred in connection with the ongoing operation and administration of Origami Partners V, including, without limitation: (A) maintaining of the books and records including associated auditing expenses; (B) preparing and delivering to the Limited Partner wire transfers, financial reports and other information; (C) indemnification obligations; (D) reasonable travel and customary entertainment expenses incurred by persons responsible for matters relating to Origami Partners V, including Origami personnel as well as any consultants, agents, accountants, lawyers, advisers (including financial advisers) or representatives; (E) expenses incurred in connection with obtaining legal, tax, and accounting advice (including the expenses incurred in connection with an audit and any tax preparation costs) and the advice of other consultants and experts on behalf of Origami Partners V; (F) the expenses of valuation services; (G) the expenses incurred by Origami Partners V in connection with registration, qualification, or exemption of Origami Partners V under any applicable Cayman Islands and U.S. federal, state or non-U.S. Law; (H) expenses incurred in connection with the preparation of amendments to this agreement; (I) any taxes imposed on Origami Partners V and any expenses incurred in connection with tax proceedings; (J) expenses incurred in connection with any proceeding involving Origami Partners V (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (K) any indemnification obligation and any other indemnity, contribution, or reimbursement obligations of Origami Partners V with respect to any person; (L) any insurance premiums or related expenses; (M) costs and expenses relating to U.S. and non-U.S. regulatory compliance, including, without limitation, costs of compliance programs, examinations, regulatory inquiries and regulatory filings; and (N) terminating, liquidating and dissolving the Fund. In light of the Fund’s investment strategy, the Fund does not utilize traditional brokerdealers to execute open-market transactions. Origami Opportunities III Origami Opportunities III is a co-mingled vehicle that is no longer open to new investors. During Origami Opportunities III’s investment period, Origami is compensated by a management fee paid quarterly in advance at a rate equal to 1.00% per annum of each Investor’s unfunded capital commitment plus 2.00% of net invested capital, though Investors admitted within 6 weeks of the first closing date (which occurred March 2015) pay a reduced management fee of 1.5% of net invested capital per annum. From and after the end of the investment period, Origami is compensated by a management fee paid quarterly in advance at a rate equal to 2.00% of net invested capital, though Investors admitted within 6 weeks of the first closing date will continue to pay a reduced management fee of 1.5% of net invested capital per annum. In addition, Origami generally receives a 20% performance allocation after Investors receive a return of capital, as well as an 8% preferred return (9.0% for Investors who made capital commitments within six weeks of the first closing date).
Origami may waive or modify fees applicable to certain Investors, including affiliated Investors. Fees are deducted from Investor capital accounts. Investors do not have the option to be billed directly. In addition, Origami Opportunities III will be responsible for and will pay all Fund expenses, including: all organizational and offering expenses up to $800,000 collectively. Organizational and offering expenses in excess of $800,000 will be paid by Origami Opportunities III but borne by Origami through a 100% offset against the management fee. (i)
all placement fees, which will be offset against the management fee;
(ii) all expenses directly or indirectly attributable to the Origami Opportunities III’s consideration and evaluation of, as well as participation in, any investment (both investment opportunities in which Origami Opportunities III participates and prospective investment opportunities which are considered by Origami Opportunities III but in which Origami Opportunities III does not participate), including: due diligence; travel and entertainment costs of Origami and certain related parties, database for use in tender offers and auctions and research and valuation software, custodian fees and all unreimbursed expenses incurred in connection with the actual or proposed making, holding, management, supervising, pledging, sale or other disposition of all or any portion of Trapped Assets held by Origami Opportunities III; any investment vehicle formed with respect to any investment opportunity or prospective investment; and any indemnification obligation arising with respect to any investment opportunity or prospective investment; (iii) the costs of forming and maintaining any alternative vehicle and (as Origami Opportunities III’s general partner may determine) the costs of maintaining any feeder fund; (iv) all other expenses of Origami Opportunities III incurred in connection with the ongoing operation and administration of Origami Opportunities III, including, without limitation: (A) maintaining of Origami Opportunities III’s books and records including associated auditing expenses; (B) preparing and delivering to the Investors wire transfers, financial reports and other information; (C) indemnification obligations; (D) the management fee; (E) travel and entertainment expenses incurred by persons responsible for matters relating to the Fund, including Origami personnel as well as Origami Opportunities III’s consultants, agents, accountants, lawyers, advisers (including financial advisers) or representatives; (F) expenses incurred in connection with obtaining legal, tax, and accounting advice (including the expenses incurred in connection with an audit and any tax preparation costs) and the advice of other consultants and experts on behalf of Origami Opportunities III; provided that such expenses shall not include any compensation of inhouse employees or staff of Origami or the fund’s affiliated general partner; (G) the expenses incurred by Origami Opportunities III in connection with the registration, qualification or exemption of Origami Opportunities III under any applicable U.S. federal, state or non-U.S. Law (as well as with co-investments in investment vehicles in which Origami Opportunities III participates or which Origami Opportunities III sponsors); (H) the costs of regulatory, tax and other filings, reporting and compliance — e.g., Forms 13D, 13G and 13F, PF and BEA as well as FATCA; (I) all costs and expenses incurred in relation to obtaining waivers, consents or approvals
pursuant to the partnership agreement and all costs and expenses incurred in connection with the preparation of amendments or supplements to the offering documents, the partnership agreement and the subscription and capital commitment agreement; (J) any taxes imposed on Origami Opportunities III and any expenses incurred in connection with tax proceedings; (K) expenses incurred in connection with any proceeding involving Origami Opportunities III (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (L) any indemnification obligation and any other indemnity, contribution or reimbursement obligations of Origami Opportunities III with respect to any person; (M) any insurance premiums or related expenses (provided that Origami will pay the premiums and related expenses of any insurance obtained by Origami Opportunities III and attributable to coverage provided by such insurance which exceeds the scope of the indemnification provided by Origami Opportunities III); (N) commitment fees and other amounts payable in connection with credit facilities or other borrowings; (O) all other costs incurred in connection with the administration of Origami Opportunities III (including the costs of third party fund administrators retained by Origami) or that are authorized by the partnership agreement or approved by the affiliated general partner and a majority in interest of the limited partners in Origami Opportunities III or the limited partner advisory committee; and (P) terminating, liquidating and dissolving Origami Opportunities III. Origami will make what it believes to be an equitable allocation of the common costs associated with each investment or prospective investment opportunity among Origami Opportunities III and other Origami accounts, as applicable. Origami has developed an expense allocation policy that governs the equitable allocation of the common costs associated with its investment activities. Origami and its affiliates may receive monitoring fees, directors’ fees, consulting fees, transaction fees, closing fees, topping fees, success fees, break-up fees, arranging fees, underwriting fees, syndication fees and other similar fees from portfolio companies or prospective portfolio companies of Origami Opportunities III. Such fees will be 100% offset against management fees payable to Origami. Origami DWC Origami DWC was formed as a co-investment vehicle for Origami’s investors to invest in an Origami-led transaction alongside Origami’s principals. While Origami does not earn management or performance-based fees for its services to Origami DWC, Origami DWC and its members reimburse Origami or an Origami affiliate for all third-party costs and expenses incurred by Origami or its affiliates for the costs associated with the formation, organization and sale of interests in Origami DWC. Further, Origami DWC and its members also reimburse Origami or an Origami affiliate for all reasonable out-of-pocket costs and expenses incurred by them in furtherance of directly or indirectly owning, developing, improving, and selling an interest in a single real property asset.
Origami Opportunities IV Origami Opportunities IV is a co-mingled vehicle that is no longer open to new investors. Prior to the end of Origami Opportunities IV’s investment period, Origami was compensated by a management fee paid quarterly in advance at a rate equal to 2.00% per annum of each Investor’s capital commitment. From and after the end of the investment period (which occurred March 27, 2024), Origami is compensated by a management fee paid quarterly in advance at a rate equal to 2.00% per annum of net invested capital. In addition, Origami generally receives a 20% performance allocation after Investors receive a return of capital, as well as an 8% preferred return. Origami may waive or modify fees applicable to certain Investors, including affiliated Investors. Fees are deducted from Investor capital accounts. Investors do not have the option to be billed directly. In addition, Origami Opportunities IV will be responsible for and will pay all Fund expenses, including: (i) all Organizational Expenses in an amount not exceeding $800,000 and, subject to offset against the Management Fees in accordance with the Master Fund Agreements, all Excess Organizational Expenses; (ii) subject to offset against the Management Fees in accordance with the Master Fund Agreements, all Placement Fees; (iii) all expenses directly or indirectly attributable to (a) the Partnership’s consideration and evaluation of, as well as participation in, any Investment (both Investments in which the Partnership participates and prospective investments which are considered by the Partnership but in which the Partnership does not participate) and (b) any co-investment opportunity that is unconsummated, including any portion thereof that may or would have been allocated to potential investors had such co-investment been consummated, including: due diligence, travel and entertainment costs (but only so long as such travel and entertainment costs relate to the consideration and evaluation of an Investment), the costs associated with conference attendance or sponsorship that is reasonably related to the Partnership or to the consideration and evaluation of an Investment, the cost of identifying opportunities in tender offers and auctions and research and valuation software, custodian fees, third party asset manager fees and expenses, paying intermediaries and costs and expenses of sourcing deals, broken deal fees and expenses and all unreimbursed expenses incurred in connection with the actual or proposed sourcing, holding, management, supervising, pledging, sale or other disposition of all or any portion of assets held by the Partnership; any investment vehicle formed with respect to any Investment or prospective Investment, including the costs of organizing and offering any co-investment vehicles that are not consummated; and any indemnification obligation arising with respect to any Investment or prospective Investment; provided, the General Partner shall use commercially reasonable efforts to collect the portion of expenses that would have been allocated to potential co-investors had the
applicable co-investment opportunity been consummated from the applicable potential coinvestors if such portion of the transaction expenses of such unconsummated investment exceed $100,000; (iv) the costs of forming and maintaining any Alternative Vehicle and (as the General Partner may determine) the costs of maintaining any feeder fund; (v) the reasonable out-of-pocket expenses of the members of the Limited Partner Advisory Committee in connection with their services (including reasonable costs and expenses of travel in connection with any conference or meeting of the Limited Partner Advisory Committee), and the costs of legal counsel retained by the Limited Partner Advisory Committee as a group in accordance with Section 7.1(d); (vi) all other expenses of the Partnership incurred in connection with the ongoing operation and administration of the Partnership (at prevailing market rates, as applicable), including: (A) maintaining of the Partnership’s books and records including associated auditing expenses; (B) preparing and delivering to the Limited Partners wire transfers, financial reports and other information, including fees, costs and expenses incurred in connection with purchasing, licensing or leasing computer software systems and hardware for such uses, expenses incurred in connection with providing the Limited Partners access to a database or other forum hosted on a website designated by the Fund and fees, costs and expenses incurred with investor webcasts and expenses associated with the preparation of any reports for, and for information requests of, one or more Limited Partners; (C) travel and entertainment expenses incurred by Investment Manager personnel as well as travel expenses of the Partnership’s consultants, agents, accountants, lawyers, advisors (including financial advisors) or representatives, in each case to the extent that such travel and entertainment costs are related to the consideration and evaluation of an Investment; (D) expenses incurred in connection with obtaining legal, tax and accounting advice (including the expenses incurred in connection with an audit and any tax preparation costs) and the advice of other consultants and experts on behalf of the Partnership; provided that such expenses shall not include any compensation of in-house employees or staff of the General Partner or the Investment Manager; (E) the costs of any outside appraisers, accountants, attorneys, compliance consultants, due diligence experts or other experts or advisers engaged by the General Partner or the Investment Manager including professionals retained to assist in maintaining the confidentiality of the Partnership’s business; expenses incurred in obtaining and maintaining systems (including software, software-as-a-service, licenses, support and consulting), research and other information utilized for portfolio management purposes (including risk management) that facilitate portfolio management decisions, trading, compliance, treasury, operations, valuations, accounting and confidentiality of the Partnership’s businesses and its Partners, including the costs of statistics and pricing services, valuation services, service contracts for quotation equipment and related hardware and software; costs and expenses in connection with operational risk management (including third party risk assessment, due diligence and ongoing monitoring); (F) the expenses incurred by the Partnership in connection with the registration, qualification or exemption of the Partnership under any applicable U.S. federal, state or non-U.S. Law (as well as with co-investments in investment vehicles in which the Partnership participates or which the Partnership sponsors); (G) to the extent such costs are specific to the Partnership and not general regulatory expenses of the Investment Manager, the costs of and expenses incurred in connection with compliance with applicable laws, including governmental, regulatory, licensing, filing or registration fees, expenses or taxes incurred
by the Partnership and the General Partner in compliance with the rules of any self-regulatory organization or any U.S. federal, state or local or non-U.S. laws; to the extent permitted by applicable law — e.g., Forms 13D, 13G, 13F and BEA; (H) all costs and expenses incurred in relation to obtaining waivers, consents or approvals pursuant to this Agreement and all costs and expenses incurred in connection with the preparation of amendments or supplements to the Memorandum, this Agreement and the Subscription and Capital Commitment Agreement; (I) any taxes, interest or penalties imposed on the Partnership (other than Tax Withholding Amounts repaid to the Partnership pursuant to Section 4.7) and any expenses incurred in connection with tax proceedings, including the fees and expenses of the Partnership Representative; (J) expenses incurred in connection with any proceeding involving the Partnership (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (K) any indemnification obligation and any other indemnity, contribution or reimbursement obligations of the Partnership with respect to any Person; (L) any insurance premiums or related expenses (provided that the Investment Manager will pay the premiums and related expenses of any insurance obtained by the Partnership and attributable to coverage provided by such insurance which exceeds the scope of the indemnification provided by the Partnership); (M) commitment fees and other amounts payable in connection with credit facilities or other borrowings; (N) all (or such pro rata portion, as determined by the Investment Manager, of) fees and expenses related to any investment vehicle or subsidiaries utilized to facilitate Fund investments (including legal, administrative, custodial, audit, registered office and other fees, rent, overhead and salary); (O) the costs and expenses of holding any meetings of Limited Partners (including the costs of any third party speakers, planning consultants, room rental, and entertainment expenses) and all costs and expenses associated with reporting and providing information to existing and prospective Limited Partners; (P) expenses incurred in connection with the admission of Limited Partners or the acceptance of additional capital contributions (including expenses incurred in connection with Other Agreements for prospective and existing Limited Partners); (Q) all other costs incurred in connection with the administration of the Partnership (including the costs of third party fund administrators retained by the Investment Manager) or that are authorized by this Agreement or approved by the General Partner and a Majority in Interest of the Combined Limited Partners or the Limited Partner Advisory Committee; (R) terminating, liquidating and dissolving the Partnership; and (vii) the Partnership’s pro rata share of any such fees and expenses of the Master Funds. Origami will make what it believes to be an equitable allocation of the common costs associated with each investment or prospective investment opportunity among Origami Opportunities IV and other Origami accounts, as applicable. Origami has developed an expense allocation policy that governs the equitable allocation of the common costs associated with its investment activities. Origami and its affiliates may receive monitoring fees, directors’ fees, consulting fees, transaction fees, closing fees, topping fees, success fees, break-up fees, arranging fees, underwriting fees, syndication fees and other similar fees from portfolio companies or prospective portfolio companies of Origami Opportunities IV. Such fees will be 100% offset against management fees payable to Origami.
Origami Taomo Origami Taomo was formed as a co-investment vehicle for Origami’s investors to invest in an Origami-led transaction alongside Origami Opportunities IV. While Origami does not earn management fees, Origami generally receives a 10% performance allocation after Investors receive a return of capital, as well as an 8% preferred return. Origami may waive or modify fees applicable to certain Investors, including affiliated Investors. Fees are deducted from Investor capital accounts. Investors do not have the option to be billed directly. In addition, Origami Taomo will be responsible for and will pay all Fund expenses, including: (i)
all Organizational Expenses;
(ii) all expenses directly or indirectly attributable to the Partnership’s consideration and evaluation of, as well as participation in, any Investment (both Investments in which the Partnership participates and prospective investments which are considered by the Partnership but in which the Partnership does not participate) and, including: due diligence, travel and entertainment costs (which may include private air travel but only so long as such travel and entertainment costs relate to the consideration and evaluation of an Investment), the costs associated with conference attendance or sponsorship that is reasonably related to the Partnership or to the consideration and evaluation of an Investment, the cost of identifying opportunities in tender offers and auctions and research and valuation software, custodian fees, financing, legal, accounting, advisory and consulting fees and expenses, third party asset manager fees and expenses, paying intermediaries and costs and expenses of sourcing deals, broken deal fees and expenses and all unreimbursed expenses incurred in connection with the actual or proposed sourcing, developing, evaluating, structuring, monitoring, maintaining, holding, management, supervising, operating, pledging, trading, sale or other disposition of all or any portion of assets held by the Partnership (to the extent not subject to any reimbursement of such costs and expenses by entities in which the Partnership invests or by other third parties); any investment vehicle formed with respect to any Investment or prospective Investment; and any insurance, indemnification or litigation expenses arising with respect to any Investment or prospective Investment; (iii) the costs of forming and maintaining any Investment Entity (as the General Partner may determine) and to the extent not paid by such Investment Entity or its partners, the expenses of such Investment Entity; (iv) all other expenses of the Partnership incurred in connection with the ongoing operation and administration of the Partnership (at prevailing market rates, as applicable), including: (A) maintaining of the Partnership’s books and records including associated auditing expenses; (B) preparing and delivering to the Limited Partners wire transfers, financial reports and
other information, including fees, costs and expenses incurred in connection with purchasing, licensing or leasing computer software systems and hardware for such uses, expenses incurred in connection with providing the Limited Partners access to a database or other forum hosted on a website designated by the Fund and fees, costs and expenses incurred with investor webcasts and expenses associated with the preparation of any reports for, and for information requests of, one or more Limited Partners; (C) costs, fees and/or expenses related to and in connection with the Partnership’s indirect investment in the Target Investments or direct or indirect investment in an Investment Entity; (D) travel and entertainment expenses incurred by Investment Manager personnel as well as travel expenses of the Partnership’s consultants, agents, accountants, lawyers, advisors (including financial advisors) or representatives, in each case to the extent that such travel and entertainment costs are related to the consideration and evaluation of the Target Investment; (E) expenses incurred in connection with obtaining legal, tax and accounting advice (including the expenses incurred in connection with an audit and any tax preparation costs) and the advice of other consultants and experts on behalf of the Partnership; provided that such expenses shall not include any compensation of in-house employees or staff of the General Partner or the Investment Manager; (F) the costs of any outside appraisers, accountants, attorneys, compliance consultants, due diligence experts or other experts or advisers engaged by the General Partner or the Investment Manager including professionals retained to assist in maintaining the confidentiality of the Partnership’s business; expenses incurred in obtaining and maintaining systems (including software, software-as-a-service, licenses, support and consulting), research and other information utilized for portfolio management purposes (including risk management) that facilitate portfolio management decisions, trading, compliance, treasury, operations, valuations, accounting and confidentiality of the Partnership’s businesses and its Partners, including the costs of statistics and pricing services, valuation services, service contracts for quotation equipment and related hardware and software; costs and expenses in connection with operational risk management (including third party risk assessment, due diligence and ongoing monitoring); (G) the expenses incurred by the Partnership in connection with the registration, qualification or exemption of the Partnership under any applicable U.S. federal, state or non-U.S. Law; (H) to the extent such costs are specific to the Partnership and not general regulatory expenses of the Investment Manager, the costs of and expenses incurred in connection with compliance with applicable laws, including governmental, regulatory, licensing, filing or registration fees, expenses or taxes incurred by the Partnership and the General Partner in compliance with the rules of any self-regulatory organization or any U.S. federal, state or local or non-U.S. laws; to the extent permitted by applicable law — e.g., Forms 13D, 13G, 13F and BEA; (I) all costs and expenses incurred in relation to obtaining waivers, consents or approvals pursuant to this Agreement and all costs and expenses incurred in connection with the preparation of amendments or supplements to this Agreement and the Subscription and Capital Commitment Agreement; (J) any taxes, interest or penalties imposed on the Partnership (other than Tax Withholding Amounts repaid to the Partnership pursuant to Section 4.7) and any expenses incurred in connection with tax proceedings, including the fees and expenses of the Partnership Representative; (K) expenses incurred in connection with any threatened, pending or anticipated litigation, inquiry examination or proceeding or in connection with any subpoena or regulatory information requests that are either addressed to the Partnership or addressed to the General Partner, the Investment Manager or an Affiliate but relate to the Partnership’s activities or the General Partner’s or Investment Manager’s activities on the Partnership’s behalf (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (L) any indemnification obligation and any other indemnity, contribution or reimbursement obligations of the Partnership with respect to any Person; (M) any insurance
premiums or related expenses (provided that the Investment Manager will pay the premiums and related expenses of any insurance obtained by the Partnership and attributable to coverage provided by such insurance which exceeds the scope of the indemnification provided by the Partnership); (N) commitment fees and other amounts payable in connection with credit facilities or other borrowings; (O) all (or such pro rata portion, as determined by the Investment Manager, of) fees and expenses related to any investment vehicle or subsidiaries utilized to facilitate Fund investments (including legal, administrative, custodial, audit, registered office and other fees, rent, overhead and salary); (P) the costs and expenses of holding any meetings of Limited Partners (including the costs of any third party speakers, planning consultants, room rental, and entertainment expenses) and all costs and expenses associated with reporting and providing information to existing and prospective Limited Partners; (Q) expenses incurred in connection with the admission of Limited Partners or the acceptance of additional capital contributions (including expenses incurred in connection with Other Agreements for prospective and existing Limited Partners) and the out-of-pocket expenses incurred in connection with compiling and complying with provisions in Other Agreements, including “most favored nations” provisions; (R) all other costs incurred in connection with the administration of the Partnership (including the costs of third party fund administrators retained by the Investment Manager) or that are authorized by this Agreement or approved by the General Partner and a Majority in Interest of the Limited Partners; and (S) terminating, liquidating and dissolving the Partnership. OCP Liberty OCP Liberty was formed as a co-investment vehicle for Origami’s investors to invest in an Origami-led transaction alongside Origami Opportunities IV. While Origami does not earn management fees, Origami generally receives a 10% performance allocation after Investors receive a return of capital, as well as an 10% preferred return. OCP Liberty and its members reimburse Origami or an Origami affiliate for all third-party costs and expenses incurred by Origami or its affiliates for the costs associated with the organization of OCP Liberty and the offering of its interests. Further, OCP Liberty and its members also reimburse Origami or an Origami affiliate for all reasonable out-of-pocket costs and expenses incurred by OCP Liberty in the conduct of its business. Origami may waive or modify fees applicable to certain Investors, including affiliated Investors. Fees are deducted from Investor capital accounts. Investors do not have the option to be billed directly. Origami Opportunities V Origami Opportunities V is a co-mingled vehicle that is no longer open to new investors. Prior to the end of Origami Opportunities V’s investment period, Origami is compensated by a management fee paid quarterly in advance at a rate equal to 2.00% per annum of each Investor’s capital commitment. From and after the end of the investment period, Origami will be compensated by a management fee paid quarterly in advance at a rate equal to 2.00% per annum of net invested capital.
In addition, Origami generally receives a 20% performance allocation after Investors receive a return of capital, as well as an 8% preferred return. Origami may waive or modify fees applicable to certain Investors, including affiliated Investors. Fees are deducted from Investor capital accounts. Investors do not have the option to be billed directly. In addition, Origami Opportunities V will be responsible for and will pay all Fund expenses, including: (i) all Organizational Expenses in an amount not exceeding $800,000 and, subject to offset against the Management Fees in accordance with the Master Fund Agreements, all Excess Organizational Expenses; (ii) subject to offset against the Management Fees in accordance with the Master Fund Agreements, all Placement Fees; (iii) all expenses directly or indirectly attributable to (a) the Partnership’s consideration and evaluation of, as well as participation in, any Investment (both Investments in which the Partnership participates and prospective investments which are considered by the Partnership but in which the Partnership does not participate) and (b) any co-investment opportunity that is unconsummated, including any portion thereof that may or would have been allocated to potential investors had such co-investment been consummated, including: due diligence, travel and entertainment costs (but only so long as such travel and entertainment costs relate to the consideration and evaluation of an Investment), the costs associated with conference attendance or sponsorship that is reasonably related to the Partnership or to the consideration and evaluation of an Investment, the cost of identifying opportunities in tender offers and auctions and research and valuation software, custodian fees, third party asset manager fees and expenses, paying intermediaries and costs and expenses of sourcing deals, broken deal fees and expenses and all unreimbursed expenses incurred in connection with the actual or proposed sourcing, holding, management, supervising, pledging, sale or other disposition of all or any portion of assets held by the Partnership; any investment vehicle formed with respect to any Investment or prospective Investment, including the costs of organizing and offering any co-investment vehicles (and the prospective investments for such co-investment vehicles) that are not consummated; and any indemnification obligation arising with respect to any Investment or prospective Investment; provided, the General Partner shall use commercially reasonable efforts to collect the portion of expenses that would have been allocated to potential co-investors had the applicable co-investment opportunity been consummated from the applicable potential co-investors if such portion of the transaction expenses of such unconsummated investment exceed $100,000; (iv) the costs of forming and maintaining any Alternative Vehicle and (as the General Partner may determine) the costs of maintaining any feeder fund;
(v) the reasonable out-of-pocket expenses of the members of the Limited Partner Advisory Committee in connection with their services (including reasonable costs and expenses of travel in connection with any conference or meeting of the Limited Partner Advisory Committee), and the costs of legal counsel retained by the Limited Partner Advisory Committee as a group in accordance with Section 7.1(d); (vi) all other expenses of the Partnership incurred in connection with the ongoing operation and administration of the Partnership (at prevailing market rates, as applicable), including: (A) maintaining of the Partnership’s books and records including associated auditing expenses; (B) preparing and delivering to the Limited Partners wire transfers, financial reports and other information, including fees, costs and expenses incurred in connection with purchasing, licensing or leasing computer software systems and hardware for such uses, expenses incurred in connection with providing the Limited Partners access to a database or other forum hosted on a website designated by the Fund and fees, costs and expenses incurred with investor webcasts and expenses associated with the preparation of any reports for, and for information requests of, one or more Limited Partners; (C) travel and entertainment expenses incurred by Investment Manager personnel as well as travel expenses of the Partnership’s consultants, agents, accountants, lawyers, advisors (including financial advisors) or representatives, in each case to the extent that such travel and entertainment costs are related to the consideration and evaluation of an Investment; (D) expenses incurred in connection with obtaining legal, tax and accounting advice (including the expenses incurred in connection with an audit and any tax preparation costs) and the advice of other consultants and experts on behalf of the Partnership; provided that such expenses shall not include any compensation of in-house employees or staff of the General Partner or the Investment Manager; (E) the costs of any outside appraisers, accountants, attorneys, compliance consultants, due diligence experts or other experts or advisers engaged by the General Partner or the Investment Manager including professionals retained to assist in maintaining the confidentiality of the Partnership’s business; expenses incurred in obtaining and maintaining systems (including software, software-as-a-service, licenses, support and consulting), research and other information utilized for portfolio management purposes (including risk management) that facilitate portfolio management decisions, trading, compliance, treasury, operations, valuations, accounting and confidentiality of the Partnership’s businesses and its Partners, including the costs of statistics and pricing services, valuation services, service contracts for quotation equipment and related hardware and software; costs and expenses in connection with operational risk management (including third party risk assessment, due diligence and ongoing monitoring); (F) the expenses incurred by the Partnership in connection with the registration, qualification or exemption of the Partnership under any applicable U.S. federal, state or non-U.S. Law (as well as with co-investments in investment vehicles in which the Partnership participates or which the Partnership sponsors); (G) to the extent such costs are specific to the Partnership and not general regulatory expenses of the Investment Manager, the costs of and expenses incurred in connection with compliance with applicable laws, including governmental, regulatory, licensing, filing or registration fees, expenses or taxes incurred by the Partnership and the General Partner in compliance with the rules of any self-regulatory organization or any U.S. federal, state or local or non-U.S. laws; to the extent permitted by applicable law — e.g., Forms 13D, 13G, 13F and BEA; (H) all costs and expenses incurred in relation to obtaining waivers, consents or approvals pursuant to this Agreement and all costs and expenses incurred in connection with the preparation of amendments or supplements to the Memorandum, this Agreement and the Subscription and Capital Commitment Agreement; (I) any taxes, interest or penalties imposed on the Partnership (other than Tax Withholding Amounts repaid
to the Partnership pursuant to Section 4.7) and any expenses incurred in connection with tax proceedings, including the fees and expenses of the Partnership Representative; (J) expenses incurred in connection with any proceeding involving the Partnership (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (K) any indemnification obligation and any other indemnity, contribution or reimbursement obligations of the Partnership with respect to any Person; (L) any insurance premiums or related expenses (provided that the Investment Manager will pay the premiums and related expenses of any insurance obtained by the Partnership and attributable to coverage provided by such insurance which exceeds the scope of the indemnification provided by the Partnership); (M) commitment fees and other amounts payable in connection with credit facilities or other borrowings; (N) all (or such pro rata portion, as determined by the Investment Manager, of) fees and expenses related to any investment vehicle or subsidiaries utilized to facilitate Fund investments (including legal, administrative, custodial, audit, registered office and other fees, rent, overhead and salary); (O) the costs and expenses of holding any meetings of Limited Partners (including the costs of any third party speakers, planning consultants, room rental, and entertainment expenses) and all costs and expenses associated with reporting and providing information to existing and prospective Limited Partners; (P) expenses incurred in connection with the admission of Limited Partners or the acceptance of additional capital contributions (including expenses incurred in connection with Other Agreements for prospective and existing Limited Partners); (Q) all other costs incurred in connection with the administration of the Partnership (including the costs of third party fund administrators retained by the Investment Manager) or that are authorized by this Agreement or approved by the General Partner and a Majority in Interest of the Combined Limited Partners or the Limited Partner Advisory Committee; (R) terminating, liquidating and dissolving the Partnership; and (vii) the Partnership’s pro rata share of any such fees and expenses of the Master Funds. Origami will make what it believes to be an equitable allocation of the common costs associated with each investment or prospective investment opportunity among Origami Opportunities V and other Origami accounts, as applicable. Origami has developed an expense allocation policy that governs the equitable allocation of the common costs associated with its investment activities. Origami and its affiliates may receive monitoring fees, directors’ fees, consulting fees, transaction fees, closing fees, topping fees, success fees, break-up fees, arranging fees, underwriting fees, syndication fees and other similar fees from portfolio companies or prospective portfolio companies of Origami Opportunities V. Such fees will be 100% offset against management fees payable to Origami. Origami, any of its Affiliates and/or any entity formed by Origami or its Affiliates and one or more joint venture partners are expected to charge the Funds or their investments for any property management, project management, construction management, operating, leasing, branding and other services provided by Origami, its Affiliates and/or any entity formed by Origami or any of its Affiliates and one or more joint venture partners in connection with certain investments. Such services will be charged to the Funds pro rata as applicable, but are generally expected to be at a cost equal to or less than the cost that would have otherwise been charged by third parties (as reasonably determined by Origami).
Overflow Fund The Overflow Fund was formed as a co-investment vehicle for a single investor to invest alongside Origami Opportunities V. Origami is compensated by a management fee paid quarterly in advance at a rate equal to 0.25% per annum of such Investor’s net invested capital. In addition, Origami generally receives a 10% performance allocation after the Investor receives a return of capital. Fees are deducted from the Investor’s capital account. The Investor does not have the option to be billed directly. In addition, Overflow Fund will be responsible for and will pay all Fund expenses, including: (i) all Organizational Expenses in an amount not exceeding $150,000 and, subject to offset against the Management Fees, all Excess Organizational Expenses; (ii)
subject to offset against the Management Fees, all Placement Fees;
(iii) all expenses directly or indirectly attributable to the Partnership’s consideration and evaluation of, as well as participation in, any Investment (both Investments in which the Partnership participates and prospective investments which are considered by the Partnership but in which the Partnership does not participate), including: due diligence, travel and entertainment costs (but only so long as such travel and entertainment costs relate to the consideration and evaluation of an Investment), the costs associated with conference attendance or sponsorship that is reasonably related to the Partnership or to the consideration and evaluation of an Investment, the cost of identifying opportunities in tender offers and auctions and research and valuation software, custodian fees, third party asset manager fees and expenses, paying intermediaries and costs and expenses of sourcing deals, broken deal fees and expenses and all unreimbursed expenses incurred in connection with the actual or proposed sourcing, holding, management, supervising, pledging, sale or other disposition of all or any portion of assets held by the Partnership, including any Investment-Level Services (provided that (x) such Investment-Level Services shall have been approved by the Fund V Limited Partner Advisory Committee and (y) the cost of Investment-Level Services shall not exceed the actual costs relating to such services and shall be equal to or less than the cost that would have otherwise been charged to the Partnership by third parties, as reasonably determined by the General Partner); any investment vehicle formed with the costs of forming and maintaining any Alternative Vehicle and (as the General Partner may determine) the costs of maintaining any feeder fund; and respect to any Investment or prospective Investment; and any indemnification obligation arising with respect to any Investment or prospective Investment; (iv) all other expenses of the Partnership incurred in connection with the ongoing operation and administration of the Partnership (at prevailing market rates, as applicable), including: (A) maintaining of the Partnership’s books and records including associated auditing expenses; (B) preparing and delivering to the Limited Partners wire transfers, financial reports and
other information, including fees, costs and expenses incurred in connection with purchasing, licensing or leasing computer software systems and hardware for such uses, expenses incurred in connection with providing the Limited Partners access to a database or other forum hosted on a website designated by the Fund and fees, costs and expenses incurred with investor webcasts and expenses associated with the preparation of any reports for, and for information requests of, one or more Limited Partners; (C) travel and entertainment expenses incurred by Investment Manager personnel as well as travel expenses of the Partnership’s consultants, agents, accountants, lawyers, advisors (including financial advisors) or representatives, in each case to the extent that such travel and entertainment costs are related to the consideration and evaluation of an Investment; (D) expenses incurred in connection with obtaining legal, tax and accounting advice (including the expenses incurred in connection with an audit and any tax preparation costs) and the advice of other consultants and experts on behalf of the Partnership; provided that such expenses shall not include any compensation of in-house employees or staff of the General Partner or the Investment Manager; (E) the costs of any outside appraisers, accountants, attorneys, compliance consultants, due diligence experts or other experts or advisers engaged by the General Partner or the Investment Manager including professionals retained to assist in maintaining the confidentiality of the Partnership’s business; expenses incurred in obtaining and maintaining systems (including software, software-as-a-service, licenses, support and consulting), research and other information utilized for portfolio management purposes (including risk management) that facilitate portfolio management decisions, trading, compliance, treasury, operations, valuations, accounting and confidentiality of the Partnership’s businesses and its Partners, including the costs of statistics and pricing services, valuation services, service contracts for quotation equipment and related hardware and software; costs and expenses in connection with operational risk management (including third party risk assessment, due diligence and ongoing monitoring); (F) the expenses incurred by the Partnership in connection with the registration, qualification or exemption of the Partnership under any applicable U.S. federal, state or non-U.S. Law (as well as with co-investments in investment vehicles in which the Partnership participates or which the Partnership sponsors); (G) to the extent such costs are specific to the Partnership and not general regulatory expenses of the Investment Manager, the costs of and expenses incurred in connection with compliance with applicable laws, including governmental, regulatory, licensing, filing or registration fees, expenses or taxes incurred by the Partnership and the General Partner in compliance with the rules of any self-regulatory organization or any U.S. federal, state or local or non-U.S. laws; to the extent permitted by applicable law — e.g., Forms 13D, 13G, 13F and BEA; (H) all costs and expenses incurred in relation to obtaining waivers, consents or approvals pursuant to this Agreement and all costs and expenses incurred in connection with the preparation of amendments or supplements to the Memorandum, this Agreement and the Subscription and Capital Commitment Agreement; (I) any taxes, interest or penalties imposed on the Partnership (other than Tax Withholding Amounts repaid to the Partnership pursuant to Section 4.7) and any expenses incurred in connection with tax proceedings, including the fees and expenses of the Partnership Representative; (J) expenses incurred in connection with any proceeding involving the Partnership (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (K) any indemnification obligation and any other indemnity, contribution or reimbursement obligations of the Partnership with respect to any Person; (L) any insurance premiums or related expenses (provided that the Investment Manager will pay the premiums and related expenses of any insurance obtained by the Partnership and attributable to coverage provided by such insurance which exceeds the scope of the indemnification provided by the Partnership); (M) commitment fees and other amounts payable in connection with credit facilities or other
borrowings; (N) all (or such pro rata portion, as determined by the Investment Manager, of) fees and expenses related to any investment vehicle or subsidiaries utilized to facilitate Fund investments (including legal, administrative, custodial, audit, registered office and other fees, rent, overhead and salary); (O) the costs and expenses of holding any meetings of Limited Partners (including the costs of any third party speakers, planning consultants, room rental, and entertainment expenses) and all costs and expenses associated with reporting and providing information to existing and prospective Limited Partners; (P) expenses incurred in connection with the admission of Limited Partners or the acceptance of additional capital contributions (including expenses incurred in connection with Other Agreements for prospective and existing Limited Partners); (Q) all other costs incurred in connection with the administration of the Partnership (including the costs of third party fund administrators retained by the Investment Manager) or that are authorized by this Agreement or approved by the General Partner and a Majority in Interest of the Combined Limited Partners or the Limited Partner Advisory Committee; (R) terminating, liquidating and dissolving the Partnership. Origami will make what it believes to be an equitable allocation of the common costs associated with each investment or prospective investment opportunity among the Overflow Fund and other Origami accounts, as applicable. Origami has developed an expense allocation policy that governs the equitable allocation of the common costs associated with its investment activities. Origami and its affiliates may receive monitoring fees, directors’ fees, consulting fees, transaction fees, closing fees, topping fees, success fees, break-up fees, arranging fees, underwriting fees, syndication fees and other similar fees from portfolio companies or prospective portfolio companies of the Overflow Fund. Such fees will be 100% offset against management fees payable to Origami. Origami, any of its Affiliates and/or any entity formed by Origami or its Affiliates and one or more joint venture partners are expected to charge the Funds or their investments for any property management, project management, construction management, operating, leasing, branding and other services provided by Origami, its Affiliates and/or any entity formed by Origami or any of its Affiliates and one or more joint venture partners in connection with certain investments. Such services will be charged to the Funds pro rata as applicable, but are generally expected to be at a cost equal to or less than the cost that would have otherwise been charged by third parties (as reasonably determined by Origami). Joint Venture Partner Compensation Origami periodically invests the assets of the Funds in other entities or pooled investment vehicles that specialize in particular real estate or technology investments (“JV Partners”). JV Partners engaged by a Fund or the General Partner will receive management fees, carried interest, or other compensation for their services. In certain instances, carried interest will only be paid to the JV Partner after achieving a certain performance return threshold. THE CALCULATION OF ORIGAMI’S COMPENSATION IS COMPLEX. IT IS CRITICAL THAT INVESTORS REFER TO THE RELEVANT FUND GOVERNING DOCUMENTS AND (IN THE CASE OF INVESTORS IN ORIGAMI OPPORTUNITIES III, ORIGAMI OPPORTUNITIES IV AND ORIGAMI OPPORTUNITIES V) OFFERING
MATERIALS FOR A COMPLETE UNDERSTANDING OF APPLICABLE FEES AND EXPENSES. THE INFORMATION CONTAINED HEREIN IS A SUMMARY ONLY AND IS QUALIFIED IN ITS ENTIRETY BY SUCH DOCUMENTS. MANAGEMENT FEES AND PERFORMANCE- BASED COMPENSATION MAY BE WAIVED OR MODIFIED BY ORIGAMI FOR CERTAIN INVESTORS, INCLUDING FOR ORIGAMI’SAFFILIATES.
Item 6. Performance-based fees and side-by-side management
As described in Item 5 above, Origami is eligible to receive performance-based compensation from clients. It should be noted that such a compensation arrangement may create an incentive for Origami to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. Origami has adopted and implemented written compliance policies and procedures that are designed to address the above conflicts of interest. Further, as a fiduciary, Origami recognizes its duties to act in good faith and with fairness in all of its dealings with the Funds.
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With respect to Origami Partners V, Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V and the Overflow Fund, Origami will only be eligible to receive performance-based compensation when all capital contributions and, in the case of Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V, Origami Taomo and OCP Liberty, a priority return, have been returned to Investors through distributions. Origami Partners V does not have a priority return requirement. All Funds, other than Origami DWC and Origami Partners III, managed by Origami are subject to performance-based allocations. Similarly, Origami does not earn management fees for its services to Origami DWC, Origami Partners III, Origami Taomo and OCP Liberty.
Item 7. Types of clients
Origami provides investment advisory services to various pooled investment vehicles that operate as private investment funds. There is no technical minimum commitment for the Overflow Fund, Origami Partners III, Origami Offshore V and Origami Partners V; the minimum commitments for a single unaffiliated Investor in such Funds were negotiated with such Investor. Similarly, there is no technical minimum commitment for Origami DWC, Origami Taomo and OCP Liberty. Origami Opportunities III, Origami Opportunities IV and Origami Opportunities V have a minimum initial capital commitment of $10,000,000, subject to the discretion of Origami to accept lesser amounts (but in no event less than applicable legal minimums).
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Interests in Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V and the Overflow Fund are intended for “U.S. Persons”, non- “U.S. Persons” and U.S. tax-exempt investors. All U.S. Persons which invest in the Fund – tax-exempt or taxable – must be “Accredited Investors” and “Qualified Purchasers.”
Item 8. Methods of analysis, investment strategies and risk of loss
The investment strategies, methods of analysis and material risks applicable to an investment in Origami Opportunities III, Origami Opportunities IV and Origami Opportunities V are set forth in Origami Opportunities III’s, Origami Opportunities IV’s and Origami Opportunities V’s respective offering documents. The investment strategies, methods of analysis and material risks applicable to an investment in the Overflow Fund are set forth in Origami Opportunities V’s offering documents. A brief summary is provided below. Investors in Origami Partners III, Origami Offshore V, Origami Partners V and the Overflow Fund should refer to the respective governing documents of those funds for the terms of their investments.
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The investment strategies, methods of analysis and material risks applicable to an investment in Origami DWC are unique and pertain to the acquisition, development, improvement and sale of a single real property asset. Similarly, the investment strategies, methods of analysis and material risks applicable to an investment in Origami Taomo and OCP Liberty are unique and pertain to the target investment portfolio. AN INVESTMENT WITH ORIGAMI MAY BE DEEMED SPECULATIVE AND IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM. INVESTING IN THE SECURITIES MARKETS INVOLVES SIGNIFICANT RISK. INVESTMENTS IN THE FUNDS ARE APPROPRIATE FOR ONLY EXPERIENCED AND SOPHISTICATED PERSONS WHO MEET CERTAIN ELIGIBILITY CRITERIA, ARE ABLE TO BEAR THE RISK OF LOSS OF SOME OR ALL OF AN INVESTMENT, AND HAVE A LIMITED NEED FOR LIQUIDITY. THE NET ASSET VALUES OF TRAPPED ASSETS OBTAINED BY ORIGAMI ARE BEST ESTIMATES AND MAY NOT ACCURATELY REFLECT ULTIMATE RECOVERIES FROM THE ASSETS. Investment Strategies, Methods of Analysis, and Types of Securities Origami’s objective is to provide Investors with attractive long-term returns by identifying special situations and purchasing Trapped Assets at potentially material discounts. Origami focuses on partnering with asset managers to solve ownership, structural, financial or legal problems with investment vehicles. This may include, among other things, investing new money to address debt maturities, capital expenditures and other needs at either the asset or fund level; providing liquidity to existing investors, typically through tender offers or the acquisition of partial ownership interests; comprehensive fund restructurings, which typically include secondary liquidity and follow-on capital; and acquiring directly illiquid assets. The underlying assets of the Funds’ investments include interests in real estate funds, private equity funds and debt, as well as bankruptcy and litigation claims. Investments may be made in fund interests, private partnerships, joint ventures or interests in other structures that make the underlying asset illiquid. The problems of Trapped Assets include structural issues, follow-on capital requirements, litigation, ownership disputes, underperformance, liquidity needs and/or other issues affecting marketability. Origami believes that Trapped Asset opportunities offer the potential for achieving superior risk-adjusted returns. Origami seeks “off-market” opportunities which require active management, utilizing a proactive approach to achieve downside protection, improve performance and unlock value.
Origami often seeks to exert control or significant influence over the improvement of and liquidation of the assets underlying the positions it acquires. Post-acquisition, Origami attempts to add value by taking an active role. Origami collaborates with existing owners of investments, fund managers, boards of directors and portfolio company management teams to solve financing, structural and legal problems. By solving these problems, Origami expects to unlock considerable value from the underlying assets. Origami believes that the benefits of pursuing Trapped Assets include limited competition from other buyers, favorable purchase prices and the opportunity (which Origami believes it is well positioned to capture) to add value post-acquisition. Whether it acquires a controlling or minority interest, Origami seeks to unlock value by repositioning the asset, extracting it from its illiquid structure and improving the management and/or capital structure of the holding. Origami also has the ability to employ market hedges to mitigate market risk. In Origami’s experience, the complications associated with Trapped Assets result in limited competition and allow Origami to negotiate many of its investments on an exclusive basis. Origami takes a thorough approach to finding and selecting investment opportunities. For each opportunity, Origami follows a formal procedure of due diligence and analysis. The due diligence process includes, but is not limited to, an analysis of investment strategy, companyspecific investments, staffing, principals’ personal investment in the funds, and potential conflicts of interest. In the case of both investments into investment vehicles and direct investments into underlying assets, Origami conducts its own operational research and analysis. Origami’s investment team evaluates competitive landscapes, market dynamics, financial health, structural challenges and other factors to help more accurately forecast the likely timing and amount of recoveries. Origami may engage industry specific consultants to assist in due diligence. Origami also conducts accounting, tax and legal due diligence both internally and with the help of external third-party advisors. Material Risks No Assurance as to Selection Criteria for the Trapped Assets There can be no assurance as to what factors will be considered by Origami in selecting the Trapped Assets acquired for the Funds (other than that such Trapped Assets must be available at a substantial discount to “fair value”). Poor Trapped Asset selections, as well as inadequate management of otherwise well-selected Trapped Assets, could result in material losses for the Funds. Limited Management Expertise in Dealing with Trapped Assets The Managing Partners have limited expertise in managing or reselling the assets underlying the Trapped Assets which the Funds will acquire — e.g., participations in bank loans, mortgage pools, energy market interests, emerging market credits, real estate projects, etc. Rather, the Managing Partners will rely on third parties, often the existing managers when the Funds acquire such Trapped Assets, to continue to manage such Trapped Assets to a successful outcome.
A separate but related risk is that persons responsible for managing Trapped Assets may have very different financial incentives than does the Fund. For example, a hedge fund manager having acquired at cost an investment which has become a Trapped Asset may be reluctant to sell such Trapped Asset below cost, whereas for Origami and the Fund such a disposition could generate substantial profit. The time horizons on managers’ expectations regarding Trapped Assets may also differ materially from those of the Funds. For example, a manager may be willing to hold Trapped Assets indefinitely as part of a larger portfolio, waiting for a return to “true value,” whereas the Fund — being invested exclusively in “Trapped Assets” and having a fixed term to liquidate — has a time limit on its investment in such Trapped Assets. The Managing Partners do not have significant experience in reselling Trapped Assets which do not “self-liquidate” (e.g., through a loan paid out at maturity). Limited Number of Investment Opportunities While Origami expects that the Funds may acquire a number of different Trapped Assets and other investment opportunities, Origami anticipates that the Funds’ investments may be concentrated in terms of both the type and/or the issuer. If one or more of the investments in which the Funds participate are unsuccessful, the Funds are unlikely to be able to achieve their investment objectives. Due Diligence Difficulties The Trapped Assets in which the Funds will invest will be distressed assets, often holding structured products, credit/mortgage-related instruments, or other complex assets. Moreover, these Trapped Assets will typically be illiquid and without any readily realizable market value. By their nature, these Trapped Assets will be difficult to value both in terms of the current “fair value” and their likely ultimate realizable value. To the extent that the discount to “fair value” at which such assets are acquired is not sufficient to compensate for the inherent uncertainty of the process, the Funds could incur substantial losses. Investments in Trapped Assets and Illiquid Investment Opportunities Origami’s basic strategy is to acquire Trapped Assets as well as other illiquid positions — on which Origami is able to perform only limited due diligence and economic analysis — at distressed prices. A principal feature of Origami’s approach to risk control is the strategy that the discounts at which it acquires Trapped Assets should be able to absorb any additional losses incurred on the Trapped Assets. However, this strategy has been unsuccessful in the past and in the case of a number of well-known industry participants as the assets which they acquired experienced unprecedented losses even after being acquired at severely discounted prices. While Origami evaluates the Trapped Assets which it acquires, it does not have the resources (and has less resources than many of its competitors) to engage in exhaustive analysis of such Trapped Assets. Moreover, it is often unclear whether even detailed analysis would assure a better or more consistent outcome as in many cases the realization value of Trapped Assets depends as much on the recovery of an economic sector in general as on the individual characteristics of the Trapped Assets.
Importance of Market Judgment Origami’s investment process will depend primarily on subjective market judgment and discretionary investment decision-making. Given the difficulty in assessing the “true value” of Trapped Assets, as well as the length of time which they must be held before liquidation or sale, quantitative and/or systemic evaluation of the Trapped Assets cannot be relied on. In general, Origami will seek to protect the Fund against the inherent uncertainty of Trapped Asset valuations by acquiring Trapped Assets at a discount to the “fair value” established by third parties. Determining the amount of any such discount is a fundamentally subjective process — even if the determination of such “fair value” itself may be more or less systemized. The greater the importance of subjective factors in an investment strategy, the more unpredictable the results of such strategy, and the discounts to “fair value” bid by Origami for Trapped Assets will be subjectively determined. Moreover, Origami will generally not be aware of the bids submitted by other investors (no “auction process” is typical in the acquisition of Trapped Assets) and if Origami submits too high a bid, it may incur material losses; while if Origami submits too low a bid, Origami is unlikely to be able to acquire the Trapped Assets in question. Exchange Rates Because the Funds will invest in securities and instruments denominated in currencies other than U.S. Dollars, it is subject to the risk that the value of a particular currency will change in relation to the U.S. Dollar. The factors that may affect currency values include, without limitation, trade balances, the level of short-term interest rates, differences in the relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Funds may seek to hedge these risks by investing directly in non- U.S. currencies and buying and selling options, futures or forward contracts or other derivative instruments thereon. Origami expects, however, that it will not attempt to hedge all, or even most, of the Funds’ exchange-rate risk. Even if Origami does implement certain hedging strategies, there can be no assurance that such strategies will be effective. Hedging exchange- rate risk may not be possible and, when it is, it may be prohibitively expensive. Moreover, the long-term nature of the Funds’ investments are likely to make it uneconomical to hedge exchange-rate risk for even a substantial portion of the period during which the Funds hold such investment. Certain Risks Associated with the Assets Underlying Trapped Assets The Trapped Assets acquired by the Funds will typically consist of investment positions which have become illiquid and hard to value. An investment in the Funds — which focus on illiquid, distressed investment opportunities — is speculative and involves a high degree of risk. The following are a few of the assets which may be included in the Trapped Assets acquired by the Fund. Privately-Issued Securities Many Trapped Assets will consist of investments in privately-issued securities for which there is no secondary market. Such investments are inherently hard to value (creating both unusual market opportunities as well as unusual risks). In addition, it can be difficult to effect an exit strategy from such positions due to the lack of an available market as well as third-party visibility
of the issuers in which such Trapped Assets are invested and/or into the future prospects for such issuers. Privately-Issued Equities Certain Trapped Assets may hold substantial equity positions. Certain Trapped Assets may also come to be in possession of significant equity positions as a result of the reorganization in bankruptcy or outside bankruptcy of a portfolio company whose debt securities were held prior to such reorganization. Equity prices are directly affected by issuer-specific events, as well as general market conditions. Privately-Issued Debt Instruments The debt instruments comprising components of certain Trapped Assets may be subject to price volatility due to various factors including, but not limited to, changes in interest rates, market perception of the creditworthiness of the issuer and general market liquidity including the financial position of other holders or financiers of such positions. Trapped Assets will typically hold noninvestment grade or non-rated debt securities, which are typically subject to greater market fluctuations and risks of loss of income and principal than lower yielding, investment grade securities and are often influenced by many of the same unpredictable factors which affect equity prices. In addition to the sensitivity of debt securities to overall interest-rate movements, debt securities involve a fundamental credit risk based on the issuer’s ability to make principal and interest payments on the debt it issues. The debt instruments included in Trapped Assets may experience substantial losses due to adverse changes in interest rates and the market’s perception of any particular issuers’ creditworthiness, which may inhibit such issuers’ ability to refinance, restructure or otherwise experience recovery. Certain Trapped Assets may also hold certain hybrid debt arrangements, which are subject to risks in addition to the conventional risks of general interest-rate movements and the issuers’ ability to pay the debt in accordance with its terms. Publicly-Issued Illiquid Securities Some of the securities in which the Funds may invest will be illiquid even though they are public ally traded. The Funds may also acquire substantial positions in some securities relative to the total amount of such securities outstanding. The Funds may not be able promptly to liquidate such investments if the need should arise or may be able to liquidate investments only at substantial discounts from cost, and it may be extremely difficult to value any such investments accurately. In connection with its dissolution, the Funds may be required to distribute to the investors securities for which no public market exists. Due to the illiquid nature of some of the investments in which the Funds will invest, an exit strategy may not be immediately available for those investments. Lack of liquidity can make it difficult or impossible for the Company to purchase or sell securities or other assets at desired prices or in desired quantities, as a result of which, among other things, it may be economically unfeasible for the Company to recognize profits on open positions or to close out open positions against which the market is moving. In particular, sales of illiquid instruments may be possible only at a substantial discount. In addition, such instruments may be difficult to value, and illiquidity can disconnect market values from the historical pricing indicators used in the Company’s
investment analysis, as the fewer transactions that take place the greater the risk of market values not reflecting true pricing relationships or fair value High-Yield and Distressed Securities Trapped Assets will often include high-yield and distressed investments in both emerging and developed markets. The long-term and illiquid nature of many of these investments increases their risk, as the Funds, as the holder of the Trapped Assets in question, are generally unable to exit these investments in order either to recognize profits or limit losses. High-yield and distressed securities exhibit high mark-to-market volatility, require extensive due diligence and medium- to long-term holding periods, are generally illiquid and demand constant monitoring and carefully engineered exit strategies. Mezzanine Debt Securities Mezzanine debt securities — which are likely to be included in a number of Trapped Assets have greater credit and liquidity risk than more highly rated debt obligations. Mezzanine debt securities are generally unsecured and subordinate to other obligations of the obligor and are subject to many of the same risks as those associated with high-yield debt securities. Adverse changes in the financial condition of the obligor of mezzanine debt securities or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. Issuers of mezzanine debt securities may be highly leveraged, and their relatively high debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. Distressed and Defaulted Credits Trapped Assets may involve securities of issuers in weak financial condition or default, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, or involved in bankruptcy or reorganization proceedings. Investments of this type may involve substantial financial and business risks that can result in substantial or at times even total losses. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability, and a tribunal’s power to disallow, reduce, subordinate, or disenfranchise particular claims. The market prices of such securities may also be subject to abrupt and erratic market movements and above-average price volatility, and the spread between the bid and ask prices of such securities may be greater than those prevailing in other securities markets. It may take a number of years for the market price of such securities to reflect their intrinsic value. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (e.g., until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price of the security in respect to which such distribution was made.
Structured Investment Products Trapped Assets may be invested in a variety of different structured investment products; for example, total return swaps, participating notes and options. These structured products involve not only the risks of the underlying “reference asset,” but also the risks (including acceleration of the financing embedded in the structure and/or restrictions imposed on the management and nature of the permissible reference assets) and costs of creating the structured products. Structured products are also subject to the credit risk of the counterparties. Commodities Certain Trapped Assets may consist of investments in physical commodities directly or indirectly as well as in financial instruments issued by ventures involved in “real assets” and real estate. Investments in commodities are subject to all the risks of owning a physical asset: destruction, damage, loss, spoilage, theft, storage, environmental protection concerns, etc. Many of these risks have no direct application whatsoever to financial instruments. Private Investment Funds Trapped Assets may include — in addition to direct investments in underlying assets — investments in and commitments to private investment funds managed by third parties, such as private equity, hedge, real estate and infrastructure funds. Such interests are generally nonredeemable (at least for a period of time) and there is generally no public market for such investments, which are often traded at a discount from their net asset values. Special Situations Trapped Assets may include investments in companies experiencing (or about to experience) significant corporate change, including, without limitation, restructurings, mergers and acquisitions, extraordinary litigation, or any announced or potential corporate event, action or inaction that may affect the terms of such company’s debt contracts or other constituent or transaction agreements. A company experiencing any of these special circumstances may, as a result, also experience an adverse effect on its operations (including as a result of prohibitively high extraordinary expenses), ability to borrow and ability to meet its debt obligations. Additionally, investments in companies experiencing any of the aforementioned special circumstances are often difficult to analyze. Bank Loans and Participations Certain Trapped Assets will include bank loans and participations. The special risks associated with these obligations include: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) environmental liabilities that may arise with respect to collateral securing the obligations; (iii) adverse consequences resulting from participating in such instruments with other institutions with lower credit quality; and (iv) limitations on the ability of the Funds and Origami to directly enforce their rights with respect to participations. Origami will attempt to balance the magnitude of these risks against the potential
investment gain prior to entering into each such investment. Successful claims by third parties arising from these and other risks may be borne by the Funds. Real Estate Certain Trapped Assets will include real estate. Investments in real estate and real estaterelated entities are subject to various risks, including, for example, adverse changes in national and international economic and geopolitical conditions, local market conditions and the financial conditions of tenants/occupants; changes in the number of buyers and sellers of properties; increases in the availability of supply of property relative to demand; changes in availability of financing; increases in interest rates, real estate tax rates, energy prices, and other operating expenses; changes in environmental laws and regulations, zoning laws and other governmental rules and policies; changes in the relative popularity of properties; risks due to dependence on cash flow; risks and operating problems arising out of the presence of certain construction materials, as well as acts of God, uninsurable losses and other factors which are beyond the control of Origami. The yields available from equity investments in real estate depend on the amount of income earned and capital appreciation generated by the related properties as well as the expenses incurred in connection therewith. In addition, real estate is subject to long-term cyclical trends that give rise to significant volatility in real estate values. Joint Venture Partner Risk Origami may engage JV Partners. Such investments entail unique risks, such as the risk that a JV Partner may have interests or goals that are inconsistent with those of Origami or may be in a position to take action contrary to Origami’s investment objectives. In addition, there may be a limited amount of interests available for investing, meaning the Advisor is unable to acquire as much of the investment as it desires. Other Instruments The foregoing descriptions of certain financial instruments which may be included in Trapped Assets are not intended to be exhaustive. Origami may invest in Trapped Assets holding a wide variety of different instruments from time to time without prior disclosure to Investors and such Trapped Assets may be subject to similar or different risks than those described above (including, but not limited to, new markets and instruments not currently in existence). Cybersecurity Origami and its service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. A cybersecurity breach could expose both Origami and its Funds to substantial costs (including, without limitation,
those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage), civil liability as well as regulatory inquiry and/or action. In addition, any such breach could cause substantial withdrawals from a Fund. While Origami has established a business continuity plan in the event of, and risk management strategies, systems, policies and procedures to seek to prevent, cybersecurity breaches, there are inherent limitations in such plans, strategies, systems, policies and procedures including the possibility that certain risks have not been identified. Furthermore, Origami and its Funds cannot control the cybersecurity plans, strategies, systems, policies and procedures put in place by other service providers to the Funds and/or the issuers in which the Funds invest. Artificial Intelligence Engines and Machine Learning (collectively “AI”) AI is used as an umbrella term that encompasses a broad spectrum of different technologies and applications. Origami defines AI as computer systems able to perform tasks that normally require human intelligence, such as visual perception, speech recognition, decision-making, and translation between languages, more commonly known as generative AI. When relying on AI there are certain risks involved, including data quality, copyright and trade secret violations, confidentiality breaches, unauthorized access or malware risks, insider trading, breach of contract, cybersecurity, and privacy law violations. Data inputs and outputs are assessed and evaluated for data integrity, however, there is no assurance of accuracy. Economic and Market Risk The success of the Adviser’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls, energy prices, commodity prices, national and international political circumstances (including government intervention in financial markets, wars, terrorist acts or security operations), natural disasters and regional, national and global health crises. These factors may affect the level and volatility of securities prices and the liquidity of the Clients’ investments. Volatility or illiquidity could impair the Funds profitability or result in losses. The Funds may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets.
Item 9. Disciplinary information
Origami is required to disclose all material facts regarding any legal or disciplinary events that would be material to an investor’s evaluation of Origami or the integrity of Origami’s management. Origami has no legal or disciplinary information to disclose at this time.
Item 10. Other financial industry activities and affiliations
Neither Origami nor its management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer.
Neither Origami nor its management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Origami shares common control with the following entities: OCP DWC LLC, Origami Capital Partners Holdings GP, LLC, Origami Opportunities Fund III GP, LLC, Origami Opportunities Fund IV GP, LLC, Origami Opportunities Fund V GP, LLC, Origami Opportunities Overflow Fund V GP, LLC, Origami Taomo I GP, LLC and OCP Liberty GP, LLC.
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Each of these entities serves as a sponsor to a Fund for which the Advisor serves as the investment manager. Origami entered into a joint venture with 4FI Management GMBH (“4FI”), an exempt reporting adviser in Germany. The joint venture arrangement will allow Origami to pursue opportunistic investment opportunities abroad. 4FI serves as an adviser to Origami Opportunities Fund III Offshore Master, Origami Opportunities Fund III, Origami Opportunities IV and Origami Master IV (B).
Item 11. Code of ethics, participation in client transactions and personal trading
Origami’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A1 of the Advisers Act. The Code applies to Origami’s “Access Persons.” Access Persons include, generally, any partner, officer or director of Origami and any employee or other supervised person of Origami who, in relation to Origami’s advisory clients, (1) has access to nonpublic information regarding any purchase or sale of securities, or nonpublic information regarding securities holdings or (2) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are nonpublic. All Origami employees are deemed to be Access Persons.
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The Code sets forth a standard of business conduct that takes into account Origami’s status as a fiduciary and requires Access Persons to place the interests of Origami’s clients above their own interests and the interests of Origami. The Code requires Access Persons to comply with applicable federal securities laws, including laws concerning insider trading. Further, Access Persons are required to promptly bring violations of the Code to the attention of the Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt and understanding of the Code upon hire and on at least an annual basis thereafter. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Advisers Act Rule 204A-1. The Code also seeks to ensure the protection of nonpublic client information. Investors or prospective Investors may obtain a copy of the Code by contacting the Chief Compliance Officer at Joelle@origamicapital.com.
As discussed in Item 6, the fact that Origami is eligible to receive performance-based compensation may create an incentive for Origami to make investments that are riskier or more speculative than in the absence of such compensation. It should be noted that investments in the Funds by Origami and its affiliates generally are not subject to the management or performancebased allocations described in Item 5 above. Origami addresses this potential conflict by impressing upon Access Persons their fiduciary duty to act in the best interests of clients and by requiring Access Persons to submit securities holdings and transaction reports in accordance with Rule 204A-1. Further, Origami requires Access Persons to pre-clear personal account transactions in real estate related securities, initial public offerings and limited offerings. Origami, as principal, may invest in Trapped Assets. The fact that Origami, as principal, may make investments in the types of securities that are appropriate for clients creates a potential conflict of interest because Origami could take for itself an opportunity that is appropriate for clients. Origami addresses this potential conflict of interest through its Code of Ethics, which sets forth Origami’s status as a fiduciary that must avoid taking for itself a client’s opportunity. Origami regularly monitors Fund portfolios for consistency with objectives, strategies, and target capacity. Further, the investment team carefully considers the risks involved in any investments and Origami provides extensive disclosure to Investors regarding the potential risks that come with an investment in the Funds.
Item 12. Brokerage practices
Due to the nature of the clients’ investment programs, Origami generally conducts few, if any, transactions involving traditional broker-dealers. Origami does utilize the services of one or more non-traditional brokers that introduce buyers and sellers of illiquid Trapped Assets and provide limited price discovery. Origami does not participate in any soft dollar arrangements outside of receiving research available to other institutional investors. Research services received from broker-dealers are supplemental to Origami’s own research effort. To the best of Origami’s knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers.
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Origami has in the past, and may in the future, arrange for a transaction between certain Funds in which one Fund buys an investment from, or sells an investment to, the account of another Fund (a “cross transaction”) when Origami deems the transaction to be in the best interest of each participating Fund. When effecting cross transactions between Funds, Origami may have conflicting responsibilities with respect to each participating Fund. In certain circumstances a cross transaction may be considered to be a “principal transaction” (i.e., where Origami is acting as principal for its own account and Origami knowingly transacts with a Fund) under the Advisers Act. To the extent that any such cross transaction may be viewed as a principal transaction Origami will conduct such transaction in accordance with the provisions of Section 206(3) of the Advisers Act. In addition, to the extent required under a Fund’s Governing Documents, any cross transaction may be subject to limited partner advisory board consultation or approval.
Item 13. Review of accounts
The portfolios are under periodic review by the Managing Partners. Such reviews include a review of investment policy, the suitability of the investments used to meet policy objectives, cash availability, and investment objectives. Considerations include, among other things, investment performance, the portfolio’s sensitivity to market changes, and whether anything has changed subsequent to an initial investment decision that impacts the risk or potential return. Investors in Origami Partners III, Origami Partners V and the Overflow Fund receive quarterly statements reflecting their net asset value. Investors in Origami DWC, Origami Taomo and OCP Liberty receive quarterly statements reflecting their net asset value and semi-annual performance letters.
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Investors in Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V and the Overflow Fund receive quarterly statements reflecting their net asset value and quarterly performance letters. In addition, Investors receive annual audited financial statements. U.S. Investors receive tax reports relating to their investments.
Item 14. Client referrals and other compensation
Origami does not receive sales awards or prizes in connection with the offering of interests in the Funds. Currently, Origami does not pay placement agents to solicit prospective investors. However, Origami previously engaged a placement agent, a registered broker-dealer, to solicit prospective investors in certain funds and may elect to do so in the future. In raising Origami Opportunities III and Origami DWC, Origami engaged Sixpoint Partners, LLC and MMX Management, LLC, an affiliate of Frontier Solutions LLC, to solicit prospective investors. Noted earlier, Origami Opportunities III’s placement fees were borne by the fund, and offset against Origami’s management fee.
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These placement agents were compensated with a base retainer, and a percentage of the capital commitment and performance allocations attributable to an investment by an investor solicited by these placement agents. Origami engaged Metric Point Capital to solicit prospective investors for Origami Opportunities IV, Origami Opportunities V, Overflow Fund, Origami Taomo and OCP Liberty. Metric Point is compensated with a base retainer, and a percentage of the capital commitment and performance allocations attributable to an investment by an investor solicited by Metric Point. Origami Opportunities IV’s and Origami Opportunities V’s placement fees will be borne by the fund, but will be offset against Origami’s management fee.
Item 15. Custody
Origami is deemed to have custody of Fund assets pursuant to Advisers Act Rule 206(4)- 2 (the “Custody Rule”). To ensure compliance with the Custody Rule, Origami generally will maintain any securities certificates with a “Qualified Custodian” and arrange for the Funds to be audited at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and distribute audited financial statements to all Investors.
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Origami generally will distribute audited financial statements within 180 days of the end of each Fund’s fiscal year, in accordance with prior SEC guidance regarding the applicability of the Custody Rule to clients that are top tier pooled investment vehicles that invest 10% or more of the vehicle’s assets in one or more funds of funds. For Origami Opportunities IV, Origami Opportunities V, Overflow Fund, Origami DWC, Origami Taomo and OCP Liberty, Origami will distribute audited financial statements within 120 days of the end of the fiscal year as required by the Custody Rule. Investors should carefully review the audited financial statements.
Item 16. Investment discretion
Origami has full discretionary authority to manage Origami Partners III, Origami Partners V, Origami Offshore V, Origami DWC, Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V, Origami Taomo and OCP Liberty. Investors in these Funds generally do not have the ability to impose limitations on Origami’s discretionary authority. Investors in the Funds must execute a limited partnership agreement or limited liability company agreement, as applicable, which defines Origami’s discretionary authority as it pertains to the applicable Fund. Investors in the Overflow Fund negotiated the terms of the governing documents to require Investors’ consent prior to making or selling investments. As such, this Fund is managed on a nondiscretionary basis.
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Only Origami Opportunities III, Origami Opportunities IV, Origami Opportunities V, Origami DWC and the Overflow Fund are making new investments, which may include follow-ons.
Item 17. Voting client securities
Origami has authority to vote securities owned by the Funds. Origami understands and appreciates the importance of ensuring that its proxy voting procedures are clearly described to Investors. It should be noted that based upon Origami’s investment strategy (and limited involvement in publicly-traded equities) Origami anticipates infrequent proxy voting, if any, will occur. When Origami receives, on behalf of a client, a solicitation to vote an interest in a private fund owned by the client, Origami will vote the solicitation in the best interest of the client after considering any potential conflicts of interest.
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If a material conflict is identified, Origami may appoint an independent third party to vote the solicitation or notify clients and/or Investors of the conflict of interest and provide them with an opportunity to vote the solicitation directly. All Interests in Origami Partners V are held entirely by a single investor. In the event that any vote is to be taken with respect to any of the interests held by Origami Partners V, Origami
will consult with this investor as to how it should vote and shall take corresponding action with respect to such vote. Investors may obtain additional information regarding how Origami voted proxies and may obtain a copy of Origami’s proxy voting policies and procedures by contacting the Chief Compliance Officer at Joelle@origamicapital.com.
Item 18. Financial information
Not Applicable. Origami is not required to include a balance sheet for its most recent fiscal year. Origami is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to advisory clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.