BROADSTONE ASSET MANAGEMENT, LLC
- Advisory Business
- Fees and Compensation
- Performance-Based Fees
- Types of Clients
- Methods of Analysis
- Disciplinary Information
- Other Activities
- Code of Ethics
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Custody
- Investment Discretion
- Voting Client Securities
- Financial Information
Established in 2007, Broadstone Asset Management, LLC ("Broadstone Asset Management" or the "Firm") provides investment advisory, administrative and related services to three clients: Broadstone Net Lease, Inc. ("Broadstone Net Lease"), Broadtree Residential, Inc. ("Broadtree Residential"), and Broadstone Real Estate Access Fund ("BDREX" or the "Fund")). Broadstone Asset Management also investigates, analyzes, structures and negotiates potential investments, monitors portfolio investments and advises as to disposition opportunities.
Broadstone Net Lease is a real estate investment trust ("REIT") that focuses on single tenant net leased real estate throughout the United States. Broadstone Net Lease focuses on investing in properties for the long term to tenants with a track record of success, profitability and credit worthiness.
Broadtree Residential is a REIT that focuses on acquiring and leasing multifamily apartment properties. BDREX is a closed-end management investment company that is operated as an interval fund and is registered as such under the Investment Company Act of 1940, as amended. BDREX invests at least 80% of its net assets in a portfolio of institutional quality real estate and real estate- related investments, which are comprised of the following primary asset classes (i) commercial real estate investments, including direct and indirect investments in commercial real estate properties, (ii) private equity real estate investment funds, (iii) publicly traded commercial real estate-related securities, and (iv) commercial real estate debt.
Investment decisions for Broadstone Net Lease and Broadtree Residential are made by their respective Investment Committees and Independent Directors Committees. Investment decisions for BDREX are made by its Investment Committee and the Firm has delegated investment discretion for the portion of the Fund's investment portfolio that is allocated to publicly traded commercial real estate securities to Heitman Real Estate Securities LLC ("Heitman"), as investment sub-adviser.
Broadstone Asset Management is wholly-owned by Broadstone Real Estate, LLC ("Broadstone Real Estate").
As of December 31, 2018, Broadstone Real Estate is owned, on a fully diluted basis, (i) approximately 41.5% by Amy L. Tait, Broadstone Ventures, LLC, an investment entity for members of the Tait, Leenhouts, and Tones families, and an estate planning vehicle for members of the Tait family; 47.06% by Trident BRE, LLC ("Trident BRE"), an investor-owned company managed by private equity firm Stone Point Capital LLC ("Stone Point"), and 11.43% by employees of Broadstone Real Estate. Broadstone Real Estate has a Board of Managers that includes two representatives of Trident BRE and two Broadstone Real Estate management representatives. In addition, Agha Khan from Stone Point holds one of the two asset manager appointee director seats on the Broadstone Net Lease and Broadtree Residential boards. Ms. Tait continues to serve as the Chairman and second asset manager appointee director of Broadstone Net Lease and Broadtree Residential and serves as an interested trustee of BDREX together with Christopher J. Czarnecki.
As of December 31, 2018, Broadstone Asset Management had a total of approximately $3,399,254,972 of discretionary assets under management.
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Broadstone Net Lease: Broadstone Asset Management charges Broadstone Net Lease an annual asset management fee of 1%, paid in quarterly increments in advance. The asset management fee is equal to one percent (1%) of the aggregate weighted average Determined Share Value multiplied by the number of shares of common stock outstanding on a fully diluted basis (including the membership interests in Broadstone Net Lease's Operating Company convertible into shares). The asset management fee is subject to certain deferrals when cumulative annual distributions to the shareholders are below $3.50.
In addition to the asset management fee, Broadstone Asset Management is paid an acquisition fee equal to 1% of the gross purchase price paid for each acquired property (including properties contributed in exchange for Operating Company interests at their agreed upon market value). In the event that the acquisition of a property by Broadstone Net Lease requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a sale-leaseback transaction, Broadstone Asset Management is entitled to an acquisition fee equal to 2% of the purchase price as a result of the additional leasing services required. Upon disposition of any property, Broadstone Asset Management is entitled to a disposition fee equal to 1% of the gross sale price for each disposed of property, whether or not a broker is engaged to buy or sell the property on behalf of the Operating Company.
Broadstone Asset Management will be paid a disposition event fee equal to 1.0% of the Aggregate Consideration (as defined below) received in connection with the (i) acquisition by any person of direct or indirect beneficial ownership of all or substantially all of Broadstone Net Lease's outstanding common stock or outstanding ownership interests in the Operating Company; (ii) any merger, consolidation or other similar transaction in which Broadstone Net Lease is merged with or into, or otherwise acquired by, another entity; or (iii) the direct or indirect sale of all or substantially all of the assets of Broadstone Net Lease or the Operating Company (a "Disposition Event"). A disposition event fee will not, however, be paid in connection with a listing of Broadstone Net Lease's common stock or other equity securities on a securities market or exchange, and Broadstone Asset Management will not be entitled to receive both property sale disposition fees and a disposition event fee in connection with a Disposition Event. The Asset Management Agreement defines "Aggregate Consideration" as, with respect to a Disposition Event, the aggregate consideration, including cash, assumed debt, and the value (as determined by the Independent Directors Committee) of any securities paid or issued to Broadstone Net Lease or its stockholders in connection with such Disposition Event, net of (i) all fees and transaction expenses and (ii) the value of all cash held by Broadstone Net Lease (and the Operating Company) as of the time of the Disposition Event.
As compensation and reimbursement for internal and third party offering and out-of-pocket marketing expenses incurred in marketing Broadstone Net Lease, Broadstone Asset Management receives a fee equal to 0.5% of the proceeds of all newly contributed capital from Broadstone Net Lease.
Broadstone Real Estate receives a property management fee from Broadstone Net Lease equal to 3% of gross rental income. A fee is also earned on re-leasing services equal to one or two months' rent when required.
Broadtree Residential: Broadstone Asset Management charges Broadtree Residential an annual asset management fee of 1%, paid in quarterly increments in advance. The asset management fee is equal to 1% of the Total Equity Value of both Broadtree Residential and Broadtree Residential's Operating Company. The quarterly asset management fee paid to Broadstone Asset Management is subject to adjustment based on sales of additional shares of common stock during the quarter. Total Equity Value will equal the sum of (a) the equity value based on the number of shares and 5
membership units outstanding, multiplied by (b) the Determined Share Value established by the Independent Directors Committee. The asset management fee is subject to certain deferrals when cumulative annual distributions to shareholders are below $0.50 per share.
Broadstone Asset Management also receives acquisition fees equal to 2% of the gross purchase price for the property, including assumed debt and receives a disposition fee equal to 1.5% of the gross sale price for each disposed of multifamily property, whether or not Broadstone Asset Management also engages an outside broker to sell the property on behalf of Broadtree Residential, provided that total selling commissions will not exceed 6%.
Broadstone Real Estate's wholly-owned subsidiary, Broadtree Home Rentals, LLC ("Broadtree Home Rentals"), is compensated for its property management services by receiving, as of the end of each month, a property management fee equal to 3% of gross rentals, fees and reimbursements collected from all multifamily properties in the Broadtree Residential portfolio. If Broadtree Residential contracts directly with a third-party property manager with respect to a specific property, then Broadtree Home Rentals receives a 1% oversight fee based on the gross rentals, fees, and reimbursements collected from the property. In addition, Broadtree Home Rentals is reimbursed for (i) salary and benefits expense for on-site employees who handle the on-site management, operations and maintenance of properties and (ii) marketing costs related to leasing, including advertising, leasing and referral fees paid to third parties.
As compensation and reimbursement for internal and third party offering and out-of-pocket marketing expenses incurred in marketing Broadtree Residential, Broadstone Asset Management receives a fee equal to 0.3% of the proceeds of all newly contributed capital from Broadtree Residential.
REIT Expenses: Organizational and other expenses are paid by Broadstone Net Lease, Broadtree Residential, Broadstone Real Estate or its affiliates in accordance with the terms of the management agreements. Generally, Broadstone Real Estate bears the ordinary expenses incidental to performing its services, while Broadstone Net Lease, or Broadtree Residential, as applicable, bears all other expenses related to its respective operations, including third-party costs incurred in evaluating and closing the purchases and sales of assets, in valuing its portfolio, on-going valuation services, interest and financing fees, fees and expenses of Independent Directors, taxes, fees of auditors and counsel, insurance, litigation, bank fees, transfer agent fees, and any capital expenditures for a property.
Broadstone Real Estate Access Fund: Broadstone Asset Management charges BDREX a monthly asset management fee at the annual rate of 1.25% of its average daily net assets. Any investment sub- adviser chosen by Broadstone Asset Management will be paid by the Firm based only on the portion of BDREX allocated to any such investment sub-adviser by Broadstone Asset Management. Shareholders do not pay any investment sub-adviser fees.
ALPS Fund Services, Inc., (the "Administrator"), serves as administrator of BDREX. Pursuant to a separate administrative services agreement (the "Administrative Services Agreement"), the Administrator will furnish the Fund with the provision of clerical and other administrative services, including marketing, investor relations and accounting services and maintenance of certain books and records on behalf of the Fund. In addition, the Administrator will perform the calculation and publication of BDREX's NAV and oversee the preparation and filing of the Fund's tax returns, the payment of the Fund's expenses and the performance oversight of various third-party service providers. In accordance with the Administrative Services Agreement, the Administrator will be paid the greater of a minimum fee or fees based on the annual net assets of BDREX plus out of pocket expenses, payable quarterly in arrears (the "Administration Fee"), in connection with providing services to the Fund.
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Class W shares will pay to BDREX's distributor, ALPS Distributors, Inc, a shareholder servicing fee (the "Shareholder Servicing Fee") that will accrue at an annual rate of up to 0.25% of the Fund's average daily net assets attributable to Class W shares and is payable on a monthly basis. Class I shares are not subject to a Shareholder Servicing Fee. The Shareholder Servicing Fee may be used to compensate financial intermediaries for providing ongoing shareholder services.
BDREX may borrow funds to make investments, including before it has fully invested the initial proceeds of its offering. The costs associated with any such outstanding borrowings, as well as issuing and servicing debt securities, would be indirectly borne by its shareholders. BDREX accrues interest on any outstanding borrowings and those borrowing are limited to 33 1/3% of the Fund's total assets, including leverage incurred through the Fund's wholly owned subsidiaries, if any, and the value of the assets purchased with the proceeds of the Fund's indebtedness, if any. The cost of interest is dependent on both the average interest rate and portion of outstanding borrowings as a percentage of net assets throughout the year.
Shareholders indirectly bear a portion of the asset-based fees, performance or incentive fees or allocations and other expenses incurred by the Fund as an investor in the investment companies in which the Fund intends to invest that are investment companies or would be deemed investment companies under the 1940 Act but for the exceptions set forth in Sections 3(c)(1) or 3(c)(7) of the 1940 Act ("Portfolio Funds"). These indirect costs may include performance fees paid to the Portfolio Fund's adviser or its affiliates. It does not include brokerage or transaction costs incurred by these Portfolio Funds. Some or all of the Portfolio Funds in which the Fund intends to invest generally charge asset- based management fees. The Portfolio Fund managers may also receive performance-based compensation if the Portfolio Funds achieve certain profit levels, generally in the form of "carried interest" allocations of profits from the Portfolio Funds, which effectively will reduce the investment returns of the Portfolio Funds. The Portfolio Funds in which the Fund intends to invest generally charge a management fee of 1.00% to 2.00%, and up to 20% of net profits as a carried interest allocation.
Broadstone Asset Management will pay expenses associated with providing the services stated in the Investment Advisory Agreement, including compensation of, travel expenses, and office space for its officers and employees connected with investment and economic research, trading and investment management, and administration of BDREX. Shareholders do not pay any of Broadstone Asset Management's expenses. However, the Fund bears all other expenses incurred in its business, including amounts that it reimburses to Broadstone Asset Management and any investment sub- adviser for certain administrative services that Broadstone Asset Management and the investment sub- adviser provide or arranges at their expense to be provided to the Fund pursuant to the Investment Advisory Agreement and the Investment Sub-Advisory Agreement, as applicable. Similarly, BDREX directly bears all expenses incurred in its operation, including amounts that it reimburses to Broadstone Asset Management and any investment sub-adviser for services provided under the Investment Advisory Agreement and the Investment Sub-Advisory Agreement.
Broadstone Asset Management and BDREX have entered into an expense limitation and reimbursement agreement ("Expense Limitation Agreement") pursuant to which Broadstone Asset Management has contractually agreed to waive its fees and to defer reimbursement for the ordinary operating expenses of the Fund (including all expenses necessary or appropriate for the operation of BDREX and including Broadstone Asset Management's investment advisory or management fee detailed in the Investment Advisory Agreement, any other expenses described in the Investment Advisory Agreement, but does not include any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary expenses such as litigation), to the extent that such expenses exceed 1.99% and 1.74% per annum of BDREX's average daily net assets attributable to Class W and Class I shares, respectively.
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In consideration of Broadstone Asset Management's agreement to limit BDREX's expenses, the Fund has agreed to repay Broadstone Asset Management in the amount of any fees waived and fund expenses paid or absorbed, subject to the limitations that: (1) the reimbursement for fees and expenses will be made only if payable within three years from the date on which they were incurred; and (2) the reimbursement may not be made if it would cause the Expense Limitation in effect at the time of the waiver or currently in effect, whichever is lower, to be exceeded. The Expense Limitation Agreement will remain in effect through September 25, 2020. The Expense Limitation Agreement may be terminated only by the Board of Trustees of BDREX on 60 days' written notice to Broadstone Asset Management. BDREX does not anticipate that the Board will terminate the Expense Limitation Agreement during its initial term after which it will automatically renew for one year terms.
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There are no performance fees, carried interest or side-by-side management.
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Broadstone Asset Management provides investment management services exclusively through real estate investment vehicles.
Broadstone Net Lease imposes a minimum investment amount of $500,000 for direct investment ($250,000 through a wealth manager) and Broadtree Residential imposes a minimum investment amount of $200,000 for direct investment ($100,000 through a wealth manager). The minimum initial investment is $2,500 for Class W shares of BDREX and $1,000,000 for Class I shares with a minimum subsequent investment of $1,000 for either share class. The investment minimums may be waived at the Firm's sole discretion.
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Broadstone Asset Management provides portfolio management and administrative services and focuses on investing in broadly defined real estate investments, including the selection of properties, management of such properties and the disposal of investment properties. The Firm purchases properties with tenants in the healthcare, retail, office, business services, industrial services, and certain other markets for Broadstone Net Lease. The Firm also purchases multifamily apartment properties for rental income for Broadtree Residential and the Firm invests at least 80% of BDREX's net assets in a portfolio of institutional quality real estate and real estate-related investments. Within its target industries, Broadstone Asset Management focuses exclusively on real estate investments.
While prospective investors should review the risk disclosures set forth in full in the offering materials or separate account documentation, the following are certain material risks with respect to investments in the real estate investment vehicles. These risks are qualified in their entirety by the risks set forth in the private placement memorandum, other offering materials or governing documents.
Long-Term Investment: Investments in real estate investment vehicles are not intended to be short-term investments and should be viewed as long-term investments by its investors.
Reliance on Portfolio Company Management: While it is the intent of Broadstone Net Lease and BDREX to invest in properties on a net lease basis with tenants with solid operating histories and creditworthiness, there can be no assurance that such properties will continue to operate 8
successfully. Broadtree Residential intends to invest in multifamily apartment properties and lease to financially stable tenants, but there can be no assurance that the properties purchased can be rented and that tenants comply with the terms of the lease.
Illiquidity: Investments in real estate investment vehicles represent highly illiquid investments and should only be acquired by investors able to commit capital for an indefinite period of time. Investors will not be permitted to transfer their interests without the written consent of Broadstone Asset Management and upon satisfaction of certain other conditions, including compliance with applicable securities laws.
To the extent permitted, the redemption policy for Broadstone Net Lease provides for no redemption in the first year of ownership and redemption at 95% of the then current share price in years two through five. Thereafter a full redemption may be requested at the determined share value, subject to limitations documented in the offering documents or private placement memorandum.
To the extent permitted, the redemption policy for Broadtree Residential provides for no redemptions in the first year of ownership. In years two through five, investors may redeem at 95% of the then current share price, and thereafter a full redemption at 100% may be requested at the determined share value, subject to limitations documented in the offering documents or private placement memorandum.
BDREX's shares will not be listed on an exchange and it is not anticipated that a secondary market will develop. An investment is not suitable for investors that require liquidity, other than through the Fund's repurchase policy. An interval fund, such as BDREX, is a continuously offered, closed-end investment company that periodically offers to repurchase its shares from shareholders. The number of shares that the Fund will offer to repurchase will be determined by its Board of Trustees on a quarterly basis. Unless the Fund experiences substantial net capital appreciation and realized gains, the repurchase price for shares associated with the Fund's periodic repurchase offers will be at a lower price than the price investors paid for shares, and the timing of the Fund's repurchase offers may be disadvantageous to shareholders. Redemptions within 90 days of purchase may be subject to a fee. There is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in any repurchase offer.
Risk of Inadequate Return: The returns on a particular real estate investment, if any, may not be commensurate with the degree of risk.
Multiple Fees and Expenses: The real estate investment vehicles will pay certain fees (as described in Item 5, "Fees and Compensation"), and expenses, and, to the extent applicable, will indirectly bear the expenses of the underlying investments in which the real estate investment vehicles invest. This could result in greater expense and less potential for return on investment than if such expenses were not incurred.
Future Legislative and Regulatory Actions: New laws and regulations, changing regulatory schemes and the burdens of regulatory compliance with respect to real estate investment vehicles, Broadstone or any related entity all may have a material negative impact on investment performance. Such legislation and regulations may, directly or indirectly, (i) require the Firm to provide reports and other disclosure to investors, counterparties, creditors and regulators, (ii) cause the Firm to alter its management, including for the purposes of avoiding increased regulatory burdens, (iii) limit the types and structures of the investments available including limitations on the use of leverage, or (iv) otherwise change or restrict the operations of the real estate investment vehicles.
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REITs Not Registered: Broadstone Net Lease and Broadtree Residential are not registered under the Investment Company Act. The Investment Company Act provides certain protections to investors and imposes certain restrictions on registered investment companies, which will not be applicable to investments in these vehicles.
Risk of Loss: Investing in securities involves a certain amount of risk of loss that clients should be prepared to bear. Questions regarding these risks and/or increased costs may be directed to Broadstone and its management.
Change of Control: Broadstone Real Estate, the property manager and parent company of Broadstone Asset Management, is owned by Amy Tait, Tait family trusts, Broadstone Ventures, LLC, Trident BRE and various employees of Broadstone Real Estate. Broadstone Real Estate has two representatives on the Boards of Directors or Trustees for Broadstone Net Lease, Broadtree Residential, and BDREX. The owners of Broadstone Real Estate may have different interests and time horizons than shareholders and there is limited ability to affect decisions which could result in a change of control of Broadstone Real Estate.
Broadstone Real Estate has a Board of Managers consisting of four individuals, two members of Broadstone Real Estate's management and two appointed by Trident BRE. Both of Trident BRE's nominees to the Board are, and one of Broadstone Real Estate's two nominees to the respective Boards of Directors of Broadstone Net Lease and Broadtree Residential is, employed by Stone Point, the manager of Trident BRE. Those individuals owe duties to Stone Point and Trident BRE and their affiliated investment funds, in addition to their roles with Broadstone Real Estate, Broadstone Net Lease, and Broadtree Residential. Trident BRE may have different interests than our other shareholders and influence the way Broadstone Asset Management raises funds and acquires or sells properties for the real estate investments or cause Broadstone Real Estate to take on new activities unrelated to that of Broadstone Net Lease and Broadtree Residential.
Certain Investment Considerations Relating to Potential Conflicts of Interest
Potential Conflicts of Interest
Due to the other activities in which Broadstone Asset Management and its affiliates, its principals, and their respective officers, directors, members, managers, employees and agents (the "Broadstone Parties") may engage, certain conflicts of interest could arise. Investors should consider the following discussion of potential conflicts of interest when deciding whether to invest.
Certain Broadstone Parties are engaged in a variety of real estate activities in connection with its sponsoring offerings of real estate investments. In the ordinary course of their businesses, certain Broadstone Parties may engage in activities in which their interests or the interests of their affiliates may conflict with or be adverse to the interests of Broadstone Net Lease, Broadtree Residential, or BDREX. In addition, investors may utilize the services of certain Broadstone Parties, for which they will pay customary fees and expenses which will not be shared with Broadstone Net Lease, Broadtree Residential, BDREX, or their investors.
We expect that all of our properties will be managed and leased by Broadstone Real Estate and Broadtree Home Rentals (or subcontracted to a third party property manager approved by the appropriate Independent Directors Committee, Board of Directors, or Board of Trustees), as applicable. In addition to the asset management fee, Broadstone Asset Management will also be paid fees based on acquisitions and dispositions of properties. The fee structure presents a conflict of 10
interest due to the fact that Broadstone has an incentive to enter into transactions with more credit- risky tenants or in locations where the underlying property values are unlikely to increase in order to generate fee income.
In order to reduce or eliminate certain potential conflicts of interest in day-to-day operations, Broadstone Real Estate, Broadstone Net Lease, Broadtree Residential, and BDREX have each adopted conflicts of interest policies. In addition, the Independent Directors Committees of Broadstone Net Lease and Broadtree Residential must review and approve any transactions and activities of Broadstone Asset Management, Broadstone Real Estate, and their affiliates that involve a potential conflict of interest.
Subject to the limitations set forth in Broadstone Net Lease's, Broadtree Residential's, and BDREX's respective organizational documents and policies, Broadstone Real Estate, Broadstone Asset Management, and their affiliates may establish one or more additional real estate investment vehicles with investment objectives substantially similar to, or different from, those of Broadstone Net Lease, Broadtree Residential, or BDREX. Allocation of available investment opportunities between your investment and any such new or existing investment vehicles could give rise to conflicts of interest.
It is Broadstone Asset Management's policy to fairly and equitably allocate investments to its clients, taking into account such factors as available capital, portfolio concentrations, suitability, and any other factors deemed appropriate, based on the investment and allocation principles for each client derived from such client's investment policy and governing documents. Many investment opportunities identified by Broadstone Asset Management are likely to be appropriate for more than one investment vehicle. In such cases, the Firm shall attempt to secure a sufficient number of allocation to satisfy the demand of all clients. In the event that the amount of an available investment opportunity is not sufficient to meet demand among clients, Broadstone Asset Management's allocation policy gives priority to Broadstone Net Lease and Broadtree Residential for investment opportunities that fit within each's respective then-current investment policy. As a result, even if an investment opportunity is appropriate for another investment vehicle, that investment vehicle may not be able to invest its desired commitment in such opportunity or at all. Because of the priority of allocation to Broadstone Net Lease and Broadtree Residential as a result of this allocation policy, Broadstone Asset Management will face a conflict of interest in allocating investment opportunities to BDREX in the event an opportunity is suitable for BDREX and also for Broadstone Net Lease or Broadtree Residential, and BDREX may not be able to invest in the opportunity at all.
Broadstone Asset Management or its affiliate must receive approval from the Firm's Chief Compliance Officer for allocations of real estate investment opportunities that fall within the investment policy of both Broadstone Net Lease and Broadtree Residential.
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Rule 206(4)-4 of the Investment Advisers Act of 1940 requires investment advisers to provide investors with disclosures as to any legal or disciplinary activities deemed material to the investor's evaluation of the adviser. Please note, neither the Firm nor its personnel have any disciplinary, regulatory, criminal, civil, or otherwise reportable history to disclose at this time.
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The principals of the Firm are actively engaged in real estate activities outside of Broadstone Net Lease, Broadtree Residential, and BDREX. See Item 8 for a discussion of the potential conflicts of interest.
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Personal Trading
As required by Rule 204A-1 of the Investment Advisers Act of 1940, Broadstone Asset Management has adopted a Code of Ethics that sets forth the basic policies of ethical conduct for all managers, officers, and employees of the Firm. The Code of Ethics describes the Firm's fiduciary duties and obligations to investors, and sets forth the Firm's practice of supervising the personal securities transactions of employees who maintain access to material non-public client information.
The Firm collects and maintains records of securities holdings and transactions made by those employees. The Firm reviews the personal trading practices of those employees to identify and resolve any potential or realized conflicts of interest.
A copy of Broadstone's Code of Ethics is available upon request and on the company's website www.broadstone.com/disclosures.
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Given the nature of real estate, the Firm does not utilize any brokerage platform or trade on any security exchanges with respect to its investment in its portfolio properties. Direct real estate investment properties are purchased and sold by the Firm's real estate investment vehicles through a formal legal closing process.
Broadstone Asset Management has engaged Heitman to act as investment sub-adviser and manage the portion of BDREX's investment portfolio that is allocated to publicly traded commercial real estate securities. Heitman selects one or more brokerage firms to execute such securities for the Fund's portfolio. The selection of a brokerage firm is based on a number of factors, including but not limited to, execution ability, track record, product expertise, conflicts of interest, and the commissions to be paid. The selected broker may not be the lowest available in terms of commission.
Broadstone Asset Management does not engage in the practice of obtaining research and/or other services from third party service providers in exchange for client-based brokerage credits (known as "soft dollars"). Furthermore, Broadstone Asset Management does not direct brokerage or consider, in selecting or recommending brokers, whether it or any of its "related persons" (as defined for purposes of Form ADV) receives client referrals from a broker or third party.
BDREX acquires its interests in private investment funds via private placement transactions and may invest in commercial real estate debt investments by engaging in any of the following transactions: directly originating loans and purchasing or participating in other debt investments, purchasing them from third-party sellers, or investing in or purchasing the securities through private investment funds that focus on commercial real estate debt instruments or through the use of a real estate investment vehicle.
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When Broadstone Asset Management makes an investment in a portfolio property, it monitors each property from investment through exit to identify opportunities for creating value. BDREX's portfolio manager is primarily responsible for management of the Fund's investment portfolio and monitors portfolio properties and positions in commercial real estate related securities on an ongoing basis.
BDREX will send its shareholders unaudited semi-annual and audited annual reports, including a list of investments held. Broadstone Net Lease and Broadtree Residential provide quarterly reports to their investors. These reports include a summary of capital commitments, investments and distributions, as well as periodic valuations of the portfolio properties. The reports also include a financial summary and a market outlook.
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Broadstone Asset Management manages real estate investment vehicles and does not pay or receive compensation for client referrals.
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Cash and security assets of the real estate investment vehicles are held in the name of the vehicle by independent qualified custodians.
Deloitte & Touche LLP serves as the independent auditor and accounting firm for Broadstone Net Lease, Broadtree Residential, and BDREX. The audited financial statements for each of Broadstone Net Lease and Broadtree Residential are provided to investors within 120 days of the end of each investment vehicle's fiscal year. Audited financial statements for BDREX are provided to investors within 60 days of the end of its fiscal year.
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Broadstone Asset Management maintains discretionary authority over the selection and amount of portfolio properties or securities to be bought or sold without obtaining prior consent or approval of investors. Investment decisions for Broadstone Net Lease and Broadtree Residential are made by their respective Investment Committees and Independent Directors Committees. Investment decisions for BDREX are made by the Fund's portfolio manager subject to the oversight of the Fund's Investment Committee. The real estate investment vehicles may impose reasonable restrictions on investment discretion, such as the size of a single investment, asset allocation, geographical limitations, or other parameters. Investment authority is subject to the specified investment policies, guidelines and limitations set forth in Broadstone Net Lease's, Broadtree Residential's, and BDREX's respective investment policies and offering documents.
Broadstone Asset Management will have sole discretion to make all investments but has delegated to Heitman the investment discretion to manage the portion of BDREX's investment portfolio that is allocated to publicly traded commercial real estate securities.
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Broadstone Asset Management does not have proxy authority to vote on behalf of Broadstone Net Lease and Broadtree Residential due to the nature of the real estate investments made. Broadstone Asset Management does have proxy authority to vote for the inside directors of Broadstone Net Lease and Broadtree Residential and to make proxy voting decisions relating to securities held by BDREX. The Firm has in turn delegated to Heitman the proxy voting and disclosure duties for the portion of BDREX's investment portfolio for which Heitman is granted investment discretion. Heitman's proxy voting policies and procedures are intended to give precedence to its clients' best interests. Given the number of proxy votes related to client holdings and recognizing the importance of informed and responsible proxy voting, Heitman utilizes the services of an independent unaffiliated proxy voting recommendation firm. Heitman's policy is to follow the proxy firm's recommendations unless compelling reasons not to do so are identified and approved by Heitman's Proxy Voting Committee.
In cases where a matter with respect to which BDREX was entitled to vote presents a conflict between the interest of the Fund's shareholders, on the one hand, and those of the Firm or an investment sub- adviser, as applicable, or an affiliated person of BDREX, or the Firm, on the other hand, the Firm shall always vote in the best interest of the Fund's shareholders.
Annually, Broadstone Asset Management and any investment sub-adviser to whom the Firm has delegated proxy voting and disclosure duties, as applicable, will provide to BDREX's Board a proxy voting report showing all proxies for the year. BDREX will annually file its complete proxy voting record with the SEC on Form N-PX which is available on the SEC's website at www.sec.gov. Clients may obtain a copy of Broadstone Asset Management's proxy voting policies and procedures by contacting [email protected]. Heitman's proxy voting policies and procedures are disclosed in its Form ADV Part 2A which is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov.
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Under Rule 206(4)-4 of the Investment Advisers Act of 1940, investment advisers are required to disclose certain financial information about their business practices that might serve as material to the investor's decision in choosing an investment adviser.
As of the date of this filing, Broadstone Asset Management does not require the pre-payment of any fees, in excess of 90 days, or maintain any financial hardships or other conditions that might impair its ability to meet its contractual obligations to clients.
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Open Brochure from SEC website
Assets | |
---|---|
Pooled Investment Vehicles | $3,365,941,827 |
Discretionary | $3,399,254,972 |
Non-Discretionary | $ |
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