Belay Investment Group, LLC is a registered investment adviser based in Los Angeles, California. Belay is
organized as a limited liability company under the laws of the State of Delaware and has been providing
investment advisory services since its founding in 2015. Belay is majority women-owned and is managed on a
day-to-day basis by Barry Chase, Amy Ko and Eliza Bailey (“Senior Management Team”), real estate
investment professionals with broad experience and an average of 28 years in the real estate investment
industry. The firm became an SEC registered investment adviser on February 23, 2016.
Belay Partnership Ventures II, LP and Belay ArcWest II Sidecar, LP Belay currently serves as the investment adviser to Belay Partnership Ventures II, LP. and Belay ArcWest II
Sidecar, LP, (collectively the "Funds"), representing discretionary private equity real estate funds formed for
the purpose of investing in other private equity real estate joint ventures. The Funds seek to invest in
commercial real estate assets (equity or debt) pursuant to a focused investment strategy targeting the
acquisition and development of properties in specific U.S. markets positioned to benefit from long-term
economic and demographic trends driving tenant demand. Target submarkets will be predominantly urban or
close-in transit oriented suburban markets consistent with the significant urbanization trend, and will provide
diversification for the Funds from their locations generally across the Northeast, Southeast, Southwest and
Northwest. Properties with value enhancement potential in the less competitive $10 to $50 million range,
across all major and select niche property sectors, will be targeted.
Services are tailored to the Funds in accordance with the private placement memoranda and partnership
agreement.
As used in this brochure, the words "we", "our" and "us" refer to Belay Investment Group, LLC and the words
"you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, the term
Associated Person is used throughout this brochure to refer to Belay’s officers, employees and all individuals
providing investment advice on behalf of our firm.
Assets Under Management The firm currently has $300,000,000 of discretionary assets under management and does not manage any non-
discretionary assets.
Wrap Fee Programs The firm only provides advisory services to the Funds and does not sponsor or manage any wrap fee programs
or offer any other advisory services.
Important Additional Considerations The information provided herein merely summarizes the detailed information provided by the Funds’ offering
and organizational documents. Current Funds investors and prospective investors in any new Fund launched
by Belay should be aware of the substantial risks associated with investment as well as the terms applicable to
such investment. This and other detailed information is provided in the appropriate Funds offering and
organizational documents.
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We are compensated through a quarterly asset management fee, payable at the beginning of each quarter, and
profit participation upon the achievement of a certain return threshold as defined in the Funds partnership
agreements. At Belay's election, asset management fees are paid from the proceeds derived by the real estate
ventures or through capital contributions from the investors.
Expense Allocations:
The Funds will also bear and pay all expenses related to the operation of their investment vehicle, including,
without limitation: (i) asset management fees, costs and expenses, incurred in developing, sourcing, due
diligence, negotiating, structuring, making, monitoring, holding and disposing of, or attempting to dispose of,
investments, including reasonable financing, legal, accounting, due diligence, advisory, travel and
accommodation expenses, consulting fees and expenses in connection therewith; (ii) all reasonable fees and
expenses in developing, sourcing, due diligence, negotiating, and structuring prospective or potential
investments that are not ultimately made (“Broken Deal Expenses”); (iii) the out-of-pocket cost and expenses
incurred in connection with obtaining third-party financing for an investment or a proposed investment that is
not made, including commitment fees that are paid; (iv) other investment costs, fees and expenses actually
incurred in connection with making, holding or disposing of investments; (v) the costs of gathering research
and other information for benefit of Fund including information service subscriptions; (vi) the out-of-pocket
costs of developing, implementing or maintaining computer software used for the benefit of the Funds; (vii)
fees, costs and expenses of tax advisors, legal counsel, auditors, consultants and other advisors and
professionals and all ordinary out-of-pocket administrative expenses related to the operation, administration,
cancellation or liquidation of the Funds; (viii) interest on and fees and expenses arising out of all borrowing
and guarantees made by the Funds, including the arranging thereof; (ix) the costs, fees and expenses of any
litigation, including the amount of any judgments or settlements paid in connection with the Funds, directors
and officers liability or other insurance and any indemnification or extraordinary expense or liability relating to
the affairs of the Funds; (x) expenses of canceling and liquidating the Funds; (xi) any taxes, fees or other
governmental charges levied against the Funds and all expenses incurred in connection with any tax or
regulatory audit, investigation, settlement, inquiry or review of the Funds; (xii) the costs and expenses of the
Advisory Board (“Operating Expenses”).
Sidecar Funds, Co-Investment Vehicle, Alternative Investment Funds and Separate Accounts may or may not
bear their pro rata share of Broken Deal Expenses and as a result, the Funds and/or Parallel Funds may bear all
Broken Deal Expenses. Expenses of a proposed transaction that fails to close (but which is later closed by
other Clients) will generally not be treated as Broken Deal Expenses but as expenses of the later transaction,
and will be allocated among Funds participating in that later transaction.
Side Letters:
We have entered into a formal side letter agreement with one of our investors in the Funds. Should we or the
General Partner, as appropriate, determine to accept new investors in our Funds at any time in the future, we or
the General Partner may waive or modify the terms of investment for certain large or strategic investors, in
side letters or otherwise, including but not necessarily limited to, a waiver or lowering of Management Fees, a
waiver or lowering of the Incentive Allocation, providing preferential redemption rights, agreeing to “Key
Man” event provisions or granting “Most Favored Nation” status and/or increased transparency or reporting.
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The General Partner of the Funds are affiliated with Belay through common ownership and control as well as
shared executive officers. The General Partner of the Funds will generally participate in the Funds’
investments by investing directly into the Funds (also referred to as the “GP Commitment”).
Prospective investors should refer to the appropriate offering and organizational documents for additional
important information, terms, conditions and risks involved with investing in the Funds.
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We indirectly receive performance-based fees in the form of carried interest from the Funds. Generally, our
affiliates will receive carried interest only after the Funds first returns all capital contributed by the investors,
and, in certain cases, the Funds must also return a previously agreed upon rate of return (a hurdle rate) to
investors. Details about the carried interest provisions of the Funds are detailed in the partnership agreement
and offering memorandum. Investors should be aware that performance-based fee arrangements may create an
incentive for us to recommend investments which may be riskier or more speculative than those which would
be recommended under a different fee arrangement. In addition, this arrangement may cause investors to pay a
greater expense than if such fees were not charged.
Belay and its affiliates resolve this potential conflict by the very nature of the timing of each private fund’s
capital raise and investment acquisition time frame. As a result, no fund or separately managed account will
invest in the same asset recommended by the firm.
Performance-based compensation will only be charged in accordance with the provisions of Rule 205-3 of the
Investment Advisers Act of 1940 and/or applicable state regulations.
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The Funds will apply a thesis-driven approach to market/sub-market, property type and Operating Partner
selection, all factors are paramount to implementing successful investment strategies with maximum return
potential.
• A clear investment thesis drives Belay’s target market/submarket and property type selection.
• Our strategy seeks high caliber Operating Partners that have clear business strategies aligned with the
Funds’ investment objectives, and who can demonstrate disciplined operational capabilities.
To gain access to the most compelling local real estate opportunities, we seek to strategically partner with
locally entrenched, high caliber operating partners and sector specialists (“Operating Partners”) through non-
discretionary programmatic joint venture structures and single asset joint ventures (collectively a “PJV”).
PJVs may invest in underlying property investments through joint ventures involving third parties and such
investments by PJVs may include “limited partner” interests and/or “general partner” interests in such joint
ventures.
Belay believes that this is an opportune time to enter into PJV arrangements with Operating Partners, including
minority or woman owned (“MWBE”) firms, who have unique access to compelling investment opportunities
and are willing to provide exclusivity over their deal flow and resources in exchange for prearranged capital to
strengthen their first-mover advantage when competing for deals. Furthermore, it is believed that Belay’s real
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estate investment management capabilities provide a unique advantage in attracting and forming these PJV
relationships. Belay believes that through these strategic alliances, the Funds will be strategically well-
positioned to take advantage of opportunities with potential to maximize returns for investors. Belay intends
to create a multi-partner investment portfolio for the Funds, diversified by operator profile, geography and
property sector.
We seek to capitalize on the extensive real estate experience and relationships of the Senior Management
Team. A unique feature and key element of Belay’s PJV structure is mentoring Operating Partners at a senior
level in order to manage risk, ensure successful execution of business plans, and achieve potentially greater
investment returns for each PJV. Strategic guidance and mentoring services provided to Operating Partners
will focus primarily on the adoption and implementation of institutional best practices and their evolution as
fiduciaries, as appropriate and determined on a case by case basis.
Prior to investing in the Funds, prospective investors are furnished the Funds’ Private Placement Memorandum
that describes the material risks of the proposed investment. Investors should refer to the offering documents
for the Funds for a complete description of the risks, investment objectives and strategies, fees and other
relevant information.
Risk of Loss Investment in private equity real estate funds involves a significant degree of risk and is suitable only for
sophisticated investors and only as part of such investors' investment program. In addition, there are risks
associated with investing through non-discretionary programmatic joint venture structures and with the
business activities of such entities. We do not represent or guarantee that our services or methods of analysis
can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses
due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals
and objectives will be met. Past performance is in no way an indication of future performance. In considering
an investment, prospective clients should consider risk factors, which include, but are not limited to, the
following:
• Investment selection and allocation
• No assurance of achieving targeted returns
• Illiquidity of LP interests
• Illiquidity of underlying investments
• Lack of operating history
• Reliance on the General Partner and Belay Advisors and their key personnel
• Multiple fees and expenses
• Reliance on others
• Lack of Operating Partners
• Failure to make capital contributions
• Indebtedness
• Involuntary liquidation of a LP's interests
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• Possible dilution of early investors
• Possible lack of diversification
• Uninsured losses
• Delay in providing annual tax information
• Adverse changes in regulation or legislation
• Forward-looking statements - financial projections
• Compliance with laws and regulations
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Investment Adviser, Private Fund and General Partner Affiliations:
We provide investment advice and management to the following funds and are affiliated with each General
Partner.
Affiliated Entity Affiliated General Partner
1. Belay Partnership Ventures II, LP 1. Belay Capital II, LLC
2. Belay II Co-Invest, LLC 2. Belay Capital II, LLC
3. Belay ArcWest II Sidecar, LP 3. Belay ArcWest II Sidecar GP, LLC
4. American Value Partners Fund I, LP 4. AVP Capital, LLC
We are also affiliated with the following exempt reporting investment adviser.
1. AVP Advisors, LLC (CRD No. 154269)
Belay and its affiliates will devote a portion of their business time and efforts to each client. To the extent a
conflict arises, Belay and its affiliates will attempt to resolve such conflict in a fair and equitable manner and
may consult with the advisory board of the relevant client(s), if applicable.
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Description of Our Code of Ethics Belay has adopted a Code of Ethics as required by SEC Rule 204A-1. Under the Code of Ethics, all advisory
personnel of Belay are required to provide periodic securities holdings and transactions reports and are
required to obtain pre-clearance for certain investment transactions. A copy of our current Code of Ethics will
be furnished to any client or prospective client upon request.
Participation or Interest in Client Transactions Persons associated with our firm may have an interest in the Funds. Investors or potential investors should
refer to the offering documents for detailed disclosures regarding each Associated Person's participation in the
investment vehicle.
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Personal Securities Trading & Conflicts of Interests The firm’s Code of Ethics prohibits any Associated Person from directly or indirectly, acting as principal for
its own account, and to knowingly sell any asset to, or purchase any asset from, a client without disclosing to
the client in writing the capacity in which the adviser is acting and obtaining the client's consent to the
transaction.
In addition, Belay has established the following restrictions in order to ensure the firm’s fiduciary
responsibilities:
1. All identified conflicts of interests are disclosed to investors and clients.
2. No officer or employee of our firm may prefer his or her own interest to that of an advisory client.
3. All of our principals and employees must act in accordance with all applicable Federal and State
regulations governing registered investment advisory practices.
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Belay invests client assets in real estate investments through non-discretionary programmatic joint venture
structures and single asset joint ventures and does not invest in marketable securities.
Furthermore, Belay does not have any soft-dollar or similar arrangements and does not accept any benefits
from any counterparty to a client transaction.
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The Funds investment committee is comprised of Barry Chase, Amy Ko and Eliza Bailey. The investment
committee reviews and approves all investments and potential investments in the Funds on an ongoing basis.
Belay provides investors with quarterly reporting packages for the Funds it manages as well as audited annual
financial statements for the Funds.
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We do not receive any compensation from any third party in connection with providing investment advice to
you nor do we compensate any individual or firm for client referrals.
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Belay provides advisory services only to limited partnerships, limited liability companies, or other pooled
investment vehicles that are subject to annual audit; audited financial statements for these Funds are delivered
as required by the SEC custody rule.
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Under the terms of the applicable partnership documents, Belay or an affiliate has investment discretion with
respect to all client assets. The applicable partnership document provides for the manner in which this
discretion will be exercised.
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Belay does not invest in stocks or other equity securities on behalf of clients, and accordingly does not vote
proxies.
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Under no circumstances will we earn fees in excess of $1,200 more than six months in advance of services
rendered, therefore, we are not required to include a financial statement with this brochure.
Belay has not been the subject of a bankruptcy petition at any time during the past ten years.
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FORM ADV PART 2B BROCHURE Barry A. Chase
15260 Ventura Boulevard, Suite 1810
Sherman Oaks, California 91403
310.689.7700 phone
310.689.7707 fax
www.belayinvestmentgroup.com
March 29, 2019
This brochure supplement provides information about Barry A. Chase that supplements the Belay Investment
Group, LLC Firm Brochure. You should have received a copy of that brochure. Please contact Amy Ko if you
did not receive Belay Investment Group, LLC’s Firm Brochure or if you have any questions about the contents
of this supplement.
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Item 2 – Educational Background and Business Experience Barry A. Chase Year of Birth: 1955
Formal Education:
• University of San Fernando, Juris Doctorate, 1979
• California State University Northridge, Business, 1976
Business Background for the Previous Five Years:
• AVP Advisors, LLC, Managing Principal, 05/2006 – Present
• Belay Investment Group, LLC, Managing Principal & CEO, 1/2015 – Present
Item 3 – Disciplinary Information Mr. Chase does not have any reportable disciplinary disclosure.
Item 4 – Other Business Activities Mr. Chase is also actively engaged as Managing Principal of AVP Advisors, LLC an affiliated registered
investment adviser.
Item 5 – Additional Compensation Mr. Chase does not receive any additional compensation for providing advisory services beyond that received
as a result of his capacity as Managing Principal of Belay Investment Group, LLC and AVP Advisors, LLC.
Item 6 – Supervision As Managing Principal of Belay Investment Group, LLC, Mr. Chase is not supervised by other persons.
However, Amy H. Ko is responsible as Chief Compliance Officer for overseeing the compliance
responsibilities our firm. Our firm has developed Compliance Policies and Procedures which we follow that
address her responsibilities including periodically reviewing investment recommendations, trades and
communications with clients. Ms. Ko can be reached at 310.689.7701.
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FORM ADV PART 2B BROCHURE Amy H. Ko
15260 Ventura Boulevard, Suite 1810
Sherman Oaks, California 91403
310.689.7700 phone
310.689.7707 fax
www.belayinvestmentgroup.com
March 29, 2019
This brochure supplement provides information about Amy H. Ko that supplements the Belay Investment
Group, LLC Firm Brochure. You should have received a copy of that brochure. Please contact Amy Ko if you
did not receive Belay Investment Group, LLC’s Firm Brochure or if you have any questions about the contents
of this supplement.
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Item 2 – Educational Background and Business Experience Amy H. Ko Year of Birth: 1971
Formal Education:
• University of Southern California, Bachelor of Science, 1994
Business Background for the Previous Five Years:
• AVP Advisors, LLC, Managing Principal & CFO, 05/2006 – Present
• Belay Investment Group, LLC, Managing Principal & CFO, 1/2015 – Present
Item 3 – Disciplinary Information Ms. Ko does not have any reportable disciplinary disclosure.
Item 4 – Other Business Activities Ms. Ko is also actively engaged as Managing Principal, Chief Financial Officer and Chief Compliance Officer
of AVP Advisors, LLC an affiliated registered investment adviser.
Item 5 – Additional Compensation Ms. Ko does not receive any additional compensation for providing advisory services beyond that received as a
result of her capacity as Managing Principal, Chief Financial Officer and Chief Compliance Officer of Belay
Investment Group, LLC and AVP Advisors, LLC.
Item 6 – Supervision As Managing Principal, Chief Financial Officer and Chief Compliance Officer of Belay Investment Group,
LLC, Ms. Ko is not supervised by other persons. Ms. Ko is responsible as Chief Compliance Officer for
overseeing the compliance responsibilities our firm. Our firm has developed Compliance Policies and
Procedures which we follow that address her responsibilities including periodically reviewing investment
recommendations, trades and communications with clients. Ms. Ko can be reached at 310.689.7701.
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FORM ADV PART 2B BROCHURE Eliza L. Bailey 15260 Ventura Boulevard, Suite 1810
Sherman Oaks, California 91403
310.689.7700 phone
310.689.7707 fax
www.belayinvestmentgroup.com
March 29, 2019
This brochure supplement provides information about Eliza L. Bailey that supplements the Belay Investment
Group, LLC Firm Brochure. You should have received a copy of that brochure. Please contact Amy Ko if you
did not receive Belay Investment Group, LLC’s Firm Brochure or if you have any questions about the contents
of this supplement.
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Item 2 – Educational Background and Business Experience Eliza L. Bailey Year of Birth: 1976
Formal Education:
• University of Oregon, Bachelor of Science, 1999
• University of Oregon, Masters in Business Administration, Finance and Management, 2002
Business Background for the Previous Five Years:
• Belay Investment Group, LLC, Managing Principal, 1/2015 – Present
• Partners Group, Managing Director, 6/2007 – 1/2014
Item 3 – Disciplinary Information Ms. Bailey does not have any reportable disciplinary disclosure.
Item 4 – Other Business Activities Ms. Bailey does not have any other business activities to report.
Item 5 – Additional Compensation Ms. Bailey does not receive any additional compensation for providing advisory services beyond that received
as a result of her capacity as Managing Principal, of Belay Investment Group, LLC.
Item 6 – Supervision As Managing Principal of Belay Investment Group, LLC, Ms. Bailey is not supervised by other persons.
However, Amy H. Ko is responsible as Chief Compliance Officer for overseeing the compliance
responsibilities our firm. Our firm has developed Compliance Policies and Procedures which we follow that
address her responsibilities including periodically reviewing investment recommendations, trades and
communications with clients. Ms. Ko can be reached at 310.689.7701.
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