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Bright Meadow · Aqua1 / 17
·
Proposal · May 2026 · Confidential
A partnership for the BMARK mREIT launch.
Access-vehicle infrastructure for Bright Meadow's Q2-2026 launch — and the wealth-channel layer for everything that follows.
Prepared for
Daniel Osman, Lily Law Bright Meadow / Mariner
Authored by
Joe Ujobai, Aqua Director of Partnerships
01
What we heard, in your words
What you told us — and what we built around.
Pulled directly from the BMARK draft prospectus you shared on Apr 14. The proposal that follows is built around these.
"Bright Meadow is targeting a 2Q-2026 launch of a private, non-traded Agency mortgage REIT that will invest directly into the existing BMARK Master Fund."BMARK draft prospectus · p.10
"Combining a non-traded REIT structure with BMARK's alpha-driven approach represents a new paradigm for Agency REIT investing."BMARK draft prospectus · p.10
"The Prospective BMARK mREIT intends to provide U.S. taxable investors with more tax-efficient access to the high-yield opportunities inherent in Agency MBS."BMARK draft prospectus · p.13
"Mariner currently manages ~$3.6 billion of Mariner's $8.9 billion in credit and prepayment-sensitive strategies."BMARK draft prospectus · p.6
The strategic shape of the ask: a new wrapper for an existing strategy, designed to reach taxable investors a 90%-institutional book hasn't been built to serve. The infrastructure question is who runs the wrapper layer — and who plugs it into the wealth channel.
The BMARK mREIT · proposed structure
Your term sheet, mirrored back.
Everything below is from your draft prospectus. We built the proposal around this exact structure — not a generic fund-launch playbook.
Proposed terms
StructurePrivate, non-traded Agency mREIT
Target launchQ2-2026
SubscriptionsMonthly
RedemptionsMonthly · 30-day notice
PricingAt NAV
Entity-level gates2% / month · 5% / quarter
Mgmt / Incentive1.25% / 12.5% over 1M SOFR
Operating expense cap1.0%
Estimated dividend8–15% / yr · ~2% qtrly + special
Founder's ClassOPEN — terms TBD
What the strategy already shows
$300M
Anchor seed · single investor
Sharing in fund economics. The launch is anchored at first NAV.
$3.6B
Bright Meadow AUM
13.06%
BMARK ITD net annualized
11.85%
2-year annualized ROR
1.46
2-year Sharpe ratio
Master fund — Nov '23 inception
Levered, hedged Agency MBS. Audited. Currently running across multiple funds and accounts. The mREIT is a wrapper on top of this — not a new fund stack.
All terms above sourced from BMARK draft prospectus · April 2026 · subject to material change per your disclosure language.
02
The Aqua stack — pure access vehicle
The master fund stays at Mariner. The wrapper is what we run.
BMARK is a feeder layer on top of an existing master fund — not a fund factory. That changes the vendor map. Five layers in scope, not ten.
REIT tax & compliance — 1099-DIV, ERISA, distribution mechanics
Wealth distribution rails — RIA channel + custodian coverage
Master fund stays at Mariner — already audited, already running. We don't touch what's working.
Bright Meadow coordinates one partner
Why this matters for speed: not building a master fund stack means we skip 60–70% of the work a typical fund-factory engagement requires. That's what makes the Q2-2026 timeline real — not aggressive marketing.
Anchor + Aqua: the $300M anchor lands you at first NAV. Aqua's commercial structure is flexible enough to accommodate anchor-investor fee-sharing arrangements alongside the wealth-channel ramp — we'll engineer around what works for the seed.
The Aqua platform · four pillars for access vehicles
Built for feeders. Built for wrappers. Not a generic platform.
We've spun out feeders, SPVs, and access vehicles for years across $1.4T+ cumulative AUM on the platform. The mREIT wrapper sits in the same operational pattern — different tax election, same backbone.
01
REIT structuring & governance
Maryland corporation formation, REIT tax election, independent + insider board seats from our existing roster, 5/50 ownership and 75/95 income test monitoring, asset diversification compliance — all under one engagement.
02
Subscription & liquidity operations
Monthly subscription cycle. 30-day redemption notice queue. Entity-level gate enforcement (2% / 5%) with pro-rata logic at the share class level. Native fund manager forms — no templatized "fits your sub doc into our schema" model.
03
REIT tax & compliance
1099-DIV at the REIT level — qualified vs. ordinary, Section 199A passthrough, capital gain dividend tracking. K-1 stays at the master fund. ERISA >25% plan-asset flagging at sub time. 90% distribution mechanics handled in-platform.
04
Wealth distribution rails
Custodian coverage across Schwab, Fidelity, Pershing, E*TRADE — ~85% of RIA AUM. AIX advisor-side ordering rails. Investor portal with branded sub-domain. The channel a 90%-institutional book hasn't been built to reach.
03
Speed — why we can match Q2-2026
Your timeline is aggressive. We can match it.
Q2-2026 is roughly 60 days out. Most providers can't credibly deliver a non-traded REIT wrapper in that window. We can — for one structural reason: we've already built this exact pattern.
Pre-built REIT-wrapper playbook
MD corp formation, REIT election filings, independent board recruitment from our existing roster, PPM templates calibrated for monthly-liquidity REIT structures. Not a from-scratch engagement.
Pure-access scope
Master fund stays at Mariner. We're not standing up admin, custody, or audit at the strategy level — that work is already done. We're wrapping, not rebuilding.
Forward-deployed engineer
An Aqua FDE embeds with Bright Meadow for the launch — sits in your tools, on your calls, with full context on your roadmap. No "submit a ticket" handoffs.
Typical access vehicles launch
3–6 months
Full vendor stack, sequenced. Most firms.
Aqua · pure-access vehicle for BMARK
8 business hours to launch
Access vehicle ready to launch in <1 day · ~2 weeks for all investors to finalize documents.
Launch path · week-by-week
Concurrent workstreams. Not waterfall.
Five workstreams running in parallel. One Aqua owner per workstream. Bright Meadow team time required: ~6–8 hours/week during weeks 1–4, lighter thereafter.
The hidden cost of NIGOs — and what disappears on Aqua's stack.
Industry NIGO rates run ~40% across iCapital and CASE — the two backend platforms most managers operate around. Our rate is closer to 0%. Adjust the inputs below to see what that translates to for BMARK monthly.
Inputs
Subscriptions per month50
Industry NIGO rate40%
Aqua NIGO rate3%
Hours to remediate one NIGO4h
Industry baselines from manager interviews + Aqua platform data. Loaded ops cost assumed at $150/hr.
What that means for BMARK
19
NIGOs avoided / month
74h
Ops hours saved / month
$11k
Monthly ops cost recovered
$133k
Annualized · year 1
Beyond the dollars: every NIGO avoided is an investor whose first impression of BMARK isn't a delay. For a vehicle targeting taxable wealth investors, that compounds.
Illustrative — not a quote. Actual savings depend on advisor concentration and sub-doc complexity.
Where iCapital breaks · Aqua holds
~75% of redemption requests, lost in breakage.
A major alts manager faced ~1,500 redemption requests in a single quarter — one of the largest redemption periods on record. Their access platform stepped back, defaulting the manager to email-based remediation.
What happened
~1,500 redemptions in a quarter.
Their iCapital-based workflow couldn't service the volume. Roughly three-quarters of those redemption requests were lost in breakage — instructions stranded, deadlines missed, advisors and clients chasing fragments of forms. The failure tier wasn't new purchases. It was maintenance.
~75%
Lost in breakage
~1,500
Redemption requests · single quarter
Why it doesn't break here
Service-agreement model with fund managers.
Managers send form updates directly to Aqua. We maintain version-controlled forms across all clients. Liability for misaligned forms sits on the manager-update process — not on the rep, not on Bright Meadow's ops team.
▸ Material changes trigger automatic re-signature loops
▸ Volume scales — built for the maintenance tier other platforms treat as an afterthought
▸ Built on the AIX platform — incubating with wealth and investment managers for 10+ years
Why this matters for BMARK: a non-traded REIT with monthly redemptions and 30-day notice queues is exactly the maintenance tier where email-based handoffs collapse. Your gates (2% / 5%) require pro-rata logic at the share-class level under stress — the kind of moment where the wrong infrastructure becomes a liability.
05
The wealth distribution layer
Mariner is institutional. The mREIT is your wealth wrapper.
The vehicle was specifically structured for U.S. taxable investors. That's a different audience, with a different operating model, than the institutional book Mariner has scaled.
Mariner today
90%
AUM from institutional investors
$8.9B
Total AUM
14
Years since inception
170+
Employees, all in
A purpose-built institutional shop, with the operating model to match. The wealth channel is structurally different — different cycle, different sub-doc patterns, different reporting expectations, different distribution economics.
What the mREIT is reaching for
U.S. taxable investors — a channel you don't yet operate in.
REIT election + non-traded structure + monthly NAV + 8–15% target dividend = a vehicle designed for the wealth/RIA channel. The strategic shape of the launch is: keep the institutional book, layer wealth on top.
Two options for getting there:
▸ Build the wealth-channel operating model in-house — 12–24 months, headcount investment
▸ Plug into a partner whose entire platform is built for wealth — 6–8 weeks to first NAV, infrastructure included
Mariner figures from BMARK draft prospectus · April 2026 · "About Mariner" disclosures.
Beyond the institutional channel · how Aqua helps
Distribution support that extends Bright Meadow's reach.
Aqua brings 10+ years of operating experience in the alternatives space. The combination below is how we help managers reach taxable wealth investors that an institutional book hasn't been built to serve.
Aqua Marketplace
Featured placement to a growing network of wealth clients
BMARK featured to Aqua's wealth-client network — discoverable, allocatable in-platform. The Marketplace is purpose-built to connect alternative managers with the advisor and end-investor side of the wealth channel.
Consultative & advisory
Deep alternatives expertise & proprietary IP
Aqua's team brings deep expertise and proprietary intellectual capital from a decade of alternatives operating experience. We work alongside Bright Meadow on positioning, advisor enablement, and operational design — not just plumbing.
~85% of RIA AUM lives across these four custodians. Direct integrations — not third-party data feeds. AIX advisor ordering layer flows transactions natively into custodian + fund admin + TA + home office, simultaneously.
Investor experience
Branded portal · reporting integrations
brightmeadow.investwithaqua.com — investors see Bright Meadow branding end-to-end. Black Diamond · Orion · Tamarac integrations in flight, so the BMARK position appears on the same client review as the rest of the portfolio.
06
Commercial structure
Founder's Class — terms TBD in your deck. Make us your launch partner.
Your $300M anchor lands you at first NAV. Your term sheet leaves the Founder's Class open. We're proposing Aqua secures Founder's Class economics for the first cohort of advisors routed through us during the seed window — turning a vendor relationship into a launch partnership, on top of the anchor.
Founder's window inputs
Founder's Class AUM cap$50M
Advisors routed via Aqua15
Avg ticket per advisor allocation$2.0M
Founder's mgmt fee discount25%
Founder's terms TBD per your deck. Slider models indicative range; actual terms set in joint commercial.
What this looks like at launch
$30M
Aqua-routed Founder's AUM
60%
Of Founder's cap filled via Aqua
$94k
Founder's discount value · year 1
~3 mo
Effective seed acceleration
The wedge: Founder's Class economics give advisors a real reason to commit early. That fills your Founder's window faster, accelerates first close, and signals seed momentum to the institutional anchor.
Illustrative — not a quote. Final structure built jointly during commercial planning.
Live model · BMARK wealth-channel AUM ramp
What the wealth channel adds to BMARK — at scale.
Your $300M anchor lands you at first NAV. The wealth channel is what compounds AUM month over month on top of that. Adjust the inputs below to see what that compounds to under different distribution intensities.
Distribution inputs
RIAs onboarded by month 625
Avg ticket size$150k
Subs per RIA per month2
Aqua NIGO drag advantage+25%
Steady-state ramp assumed; first 90 days at half cadence. NIGO advantage modeled as effective sub-completion uplift.
BMARK wealth-channel trajectory
$93M
Wealth-channel AUM · year 1
~9 mo
Months to first $100M wealth
$1.16M
Mgmt fee · year 1 (1.25%)
$280M
3-yr cumulative wealth AUM
This is the asset Daniel can forward to the seed institutional anchor. It quantifies what the wealth channel adds on top of the institutional commitment — in dollars, not features.
Illustrative — not a quote. Final terms set in joint commercial planning. Doesn't reflect any specific Aqua quote.
Partnership economics
Flat. Transparent. Aligned.
A line item Bright Meadow can see, not a spread inside someone else's product. One management fee, plus pass-through fund expenses at cost.
Aqua management fee
35 bps
Annualized · on REIT NAV
Covers everything in the four pillars: REIT structuring + governance, subscription & liquidity ops, REIT tax + compliance, wealth distribution rails. One fee. One contract. One accountable team.
Pass-through fund expenses
At cost
No markup · transparent
Underlying vendor costs (REIT counsel, audit, custodian, transfer agent for any third-party providers, regulatory filings) passed through to the REIT at cost — within the 1.0% operating expense cap your prospectus already commits to.
▸ Custodian integrations
▸ Advisor portal + AIX rails
▸ Investor whitelabel portal
▸ FDE for the launch + ongoing
Atypical structures, hybrid arrangements, and bespoke commercial terms welcome — we'll engineer the partnership around what works.
07
Proof, path, people
We've spun out access vehicles like this before.
A representative slice of recent partnerships. Anonymized at firm level. Same operational stack, different wrappers — feeders, evergreens, and access vehicles across $1.4T+ cumulative AUM on the platform.
Multi-stage growth investor
Evergreen, tender-offer wrapper
SEC-registered retail access fund — evergreen with tender-offer-style liquidity. Aqua serves as product manufacturer end-to-end: fund infrastructure, ops, series trust, compliance, distribution via platform.
StructureEvergreen tender-offer fund
Aqua's roleFull product manufacturer
Time to NAVIn structuring
StatusPre-launch
Bay Area multi-family office
White-labeled fund-of-funds
Full-stack engagement for a first-time fund sponsor. Provided trust, governance, fund counsel, admin, custody, and audit as one engagement so the office could focus exclusively on the strategy.
StructureWhite-label FoF
Aqua's roleFull-stack ops + infra
Time to NAV2 months
Outcome1% AUM in month 1, +20% QoQ
Independent RIA
Multi-vehicle access program
Multiple access vehicles launched on Aqua, each one a custom feeder structure for a different underlying strategy. Cumulative ~$100M+ in AUM per deal.
StructureSeries of feeder access vehicles
Aqua's roleFull-stack ops + admin
Per-deal AUM~9 figures
StatusMultiple live
Additional case studies and references available on request. All figures anonymized; firm-level details on direct request with NDA.
Section 6 · Team
Built by operators.
Background spans wealth management, fintech, alternative assets, FIG M&A, and post-merger integration.
Rohan Marwaha
Founder · Chief Executive Officer
Expert in fund structuring, operations, and the series trust ecosystem. Leads the Aqua–Bright Meadow relationship at exec level.
Dev Patel
Founder · CTO
Builds the platform connecting every layer of the stack.
Sara Murphy
Chief Product Officer
Owns platform experience for managers and RIAs.
Joe Ujobai
Head of Strategic Partnerships
Long-tenured wealth and asset management operator. Leads the Bright Meadow relationship.
David Coyle
Head of Growth
Distribution leader. Primary day-to-day for Bright Meadow.
David Arumala
Head of Strategy
Strategy and corporate development across the platform.
Aiyappa Bollera
Head of GTM
Drives go-to-market across all Aqua product lines.
Ademola Adewale-Sadik
Head of M&A
FIG M&A and post-merger integration.
Dawn Crandlemire
Head of Finance
Owns finance, accounting, and capital strategy.
Alumni of
What we suggest happens next
Three concrete commitments. One ask back.
A path that gets BMARK to first NAV before the end of Q2-2026, with off-ramps at every phase if Bright Meadow's strategic direction shifts.
From Aqua
Three commitments this week
▸ This proposal · live link
Editable, sharable, version-controlled. Updates push live in 30 seconds.
▸ Term sheet · within 5 business days
35 bps + pass-through, Founder's Class structure, 6–8 week timeline. Based on this proposal.
▸ Reference calls · within 7 days
Two existing Aqua manager partners running similar feeder/access vehicle structures.
From Bright Meadow
One ask back
30-minute discovery — Daniel + Lily + Joe + David Coyle + Aiyappa
Three things to confirm: (1) operational scope at the master fund — what stays at Mariner, what plugs in; (2) Founder's Class window timing and seed anchor expectations; (3) launch milestones we should anchor the 6–8 week plan to. From there, a term sheet within five business days.
Suggested windows
Week of May 4 · Tue–Thu · 60-min hold available Week of May 11 · Mon–Wed · 60-min hold available
Reach us
Joe Ujobai
Director of Partnerships
joe@investwithaqua.com
215.519.3232
David Coyle
Head of Growth
david.coyle@investwithaqua.com
330.631.5220
Aiyappa Bollera
Head of GTM
aiyappa@investwithaqua.com
732.690.8375
·
Confidential · May 2026
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