General Description of Advisory Firm Hampshire Investment Management Company, LLC (“HIMCO” or the “Firm”),
headquartered in Morristown, New Jersey, is a privately held independent real estate
investment advisory firm. The Firm provides investment advisory services to certain
private real estate investment Funds and DIVs (collectively, the “Funds”) described
below.
The Firm has more than 60 years of experience in advising on acquiring, developing,
leasing, repositioning, managing, financing and disposing of real estate. It is the Firm’s
responsibility to manage the assets that the client entrusts with it and to provide clients
with administrative services.
The Firm requires full compliance with all laws and regulations governing the provision
of advisory services to clients, including Rule 206(4)-7 under the Advisers Act, which
requires an SEC-registered investment adviser to maintain written policies and
procedures designed to prevent violations of such laws and regulations. It is also the
policy of the Firm to conduct its business in a manner that meets the highest standards of
commercial honor and just and equitable principles of trade. Inherent in all client
relationships is the fundamental responsibility to deal fairly with clients.
As noted in Part 1 of the Firm’s Form ADV, the Firm’s principal owner is The
Hampshire Companies, LLC (“Hampshire”). The majority owner of Hampshire is
Dehart Avenue Associates L.P., a New Jersey limited partnership, which is principally
owned by James E. Hanson II.
Advisory Services The Firm manages the day-to-day business activities as described below for the following
Funds for which it serves as investment adviser:
• Hampshire Partners Fund VII, L.P.
• Hampshire Partners Fund VIII, L.P.
• The Hampshire Generational Fund LLC
• The Hampshire Christie Qualified Opportunity Fund LLC
• Westfield Gateway2015, LLC
• NJCU West Campus Investor I, LLC
• HGF Orange Road Member, LLC
• Hartford Storage LLC
• THC Sage Brook LLC
• Hampshire Miami LLC
• Hampshire Millburn, LLC
• Hampshire 2017 Self Storage Investment Series V, LLC
• Hampshire HH, LLC
• Hampshire Summerhill, LLC
• Montclair MOB, LLC
• Hampshire Fort Worth LLC
• Hampshire Montclair MF 2018 LLC
• Hampshire Syracuse SS DIV LLC
• Hampshire Industrial Revolving Credit Fund 1, LLC
• Hampshire Roslyn LLC
• 21 South Street LLC
The Firm provides ongoing portfolio management and reporting services to the Funds
and their investors, including, without limitation:
• confirming that each proposed real estate investment meets the applicable Fund’s
investment criteria;
• preparing individual asset management plans for each investment;
• preparing portfolio-wide analysis and reports;
• performing internal valuations of all investments at least annually and adopting
procedures for such valuations;
• making recommendations as to the retention or disposition of investments; and
• providing periodic status reports to the Fund’s investors, informing them of
acquisitions or dispositions of investments by such Fund and other material
developments affecting such Fund.
Affiliates of the Firm serve as the general partners or managing members to the Funds.
Such general partners and managing members also organize associated private real estate
investment trusts (“REITs”) which invest and hold interests in the Funds.
The Firm also assists the Funds in making real estate related investments in the following
commercial real property types: industrial, office (suburban and medical), retail,
multifamily, hospitality and self-storage facilities. The Funds effect these investments
through equity interests in real estate, real estate debt instruments and various types of
real estate related securities (such as interests in investment trusts and limited
partnerships that own real estate). The Funds also may invest in joint venture
opportunities with other venture partners with whom the Firm has existing relationships
and who may receive an incentive or promoted interest in the investment. In general, the
Firm seeks to create value by re-tenanting, developing, re-developing or otherwise
repositioning the assets owned by each Fund.
Investment decisions are made on behalf of the Funds by a management team of the Firm
comprised of senior executives of the Firm, who evaluate investment analyses and
provide advice with respect to the acquisition, financing, management, maintenance,
improvement and disposition of the Funds’ real estate investments. The Funds’
management teams also evaluate the market value of the real estate assets held by the
Funds on a periodic basis.
Individual assets are examined for specific results within their respective markets and
economic condition by members of the Firm’s management team. If there is an
indication of a material change in either property-specific or macro-level metrics, the
Firm’s management team will prepare an updated valuation.
The factors considered during the valuation process include (but are not limited to):
• Replacement cost plus investment amount
• Stage of the property if in transition;
• Discounted cash flow analysis;
• Net operating income, capitalization rate and discount rate;
• Sales comparables;
• Local market environment;
• Age of the most recent appraisal;
• Agreement of sale;
• Capital structure including debt payments/repayment;
• Attributes to distressed debt investments including credit risk, interest rate risk
and time;
• Current interest rate environment; and
• Changes in the asset such as re-measuring, entitlements, etc.
The Firm enters into a written investment advisory contract with each Fund which is
charged an advisory fee (the “Advisory Contract”). Pursuant to the Advisory Contracts,
the Firm has discretionary authority with respect to such investments, including, without
limitation, the authority to evaluate, monitor, exercise voting rights and take other
appropriate action with respect thereto. However, the Firm does not have the authority to
acquire or dispose of investments on behalf of the Funds except with the unanimous
approval of each Fund’s Investment Committee.
The individual needs of the investors in the Funds are not the basis of investment
decisions by the Firm. Investment advice is provided directly to the Funds by the Firm
and not individually to the Fund’s investors. As such, these individual investors are not
advisory clients of the Firm and do not impose restrictions on how the Firm invests
within the Funds.
Each Fund (other than DIVs) determines investment guidelines and restrictions, such as
limitations on how much can be invested in one property type or geographic region. The
Firm designs a strategy for each that is consistent with these guidelines and restrictions.
DIVs raise funds for a specified investment opportunity and hold only that asset.
As of December 31, 2018 the Firm has $861,579,026 of assets under management on a
discretionary basis, and $0 of assets under management on a non-discretionary basis.
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The Advisory Contract governs the relationship between the Firm and each client Fund,
including the fee that the client pays the Firm for investment advisory services.
Compensation for such services is set forth in the applicable Fund documents and is
particular to each Fund.
The Firm charges advisory and management fees based on a percentage of equity value
and/or client capital commitments and contributions for the Fund, and invoices each Fund
that it serves as investment adviser based on the advisory fee method and timing
described in the applicable Fund agreements.
The Chief Compliance Officer ensures that the Firm calculates the advisory fee in the
manner described in the Fund documents.
Advisory fee installments for any period other than a full calendar quarter shall be
adjusted on a pro rata basis according to the actual number of days elapsed.
Fees are not collected for services to be performed more than three months in advance.
The Firm refunds any pre-paid fees that have not been earned at the termination of a
contract with a client Fund. However, when returning pre-paid fees, the Firm may deduct
certain reasonable costs.
The advisory fee is not inclusive of all the fees which a Fund’s investors may bear. For
example, beyond advisory services, the Fund may retain the Firm (or an affiliate) to
provide other related services with respect to each Fund’s real estate investments
(including, property management, leasing, tenant improvement, construction
management, development and other property-related services). The charges incurred by
the Fund in connection with such services are at rates which the Firm believes, based on
its market experience, are no less favorable than the rates that would be charged for
similar services in the applicable market. In addition, the Fund investors bear indirectly a
variety of expenses associated with the formation, organization and operation of, and if
applicable, sale of interests in, the Fund, including, without limitation:
• amounts payable by the Fund in connection with borrowing activities (including
borrowings from affiliated entities);
• expenses relating to the evaluation, acquisition, ownership, leasing, operation,
maintenance, improvement, development, renovation, sale, hedging or financing
of the Fund’s real estate investment(s);
• fees, costs and expenses in connection with the investigation and monitoring of
investment opportunities;
• legal and accounting expenses;
• auditing expenses;
• appraisal expenses;
• taxes payable by the Fund; and
• damages and other litigation expenses.
Each Fund or its property owning subsidiary or subsidiaries may be charged for platform
administration services provided by the Firm’s affiliates to the extent set forth in the
Fund’s governing documents. Any such affiliate-provided services will be provided at
reasonable rates which the Firm believes, based on its market experience, are no less
favorable than would customarily be charged by a third party. Alternatively, the Firm
may engage third parties to provide any such services in lieu of having them provided by
affiliates. Such costs shall be Fund expenses to the extent set forth in the Fund’s
governing documents.
No supervised person of the Firm is compensated for the sale of securities or investment
products.
Each Fund’s offering materials includes further details on fees, compensation and related
matters.
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The general partner or managing member of each Fund (each, an affiliate of the Firm)
receives a portion of the cash proceeds otherwise distributable to investors as a
performance incentive or carried interest. This is allocated and distributable to the general
partner or managing member only when specific conditions are met, including the return
of all capital contributed to the applicable Fund by investors and, to the extent provided
in the Fund’s governing documents, the receipt of a preferred return on such amounts.
The fact that the Firm’s affiliate is, in part, compensated based on the performance of a
Fund may create an incentive for the Firm to make investments or take actions on behalf
of such Fund that are riskier or more speculative than would be the case in the absence of
the performance-based compensation arrangement. The Firm manages each Fund in
accordance with the investment strategy disclosed in such Fund’s offering materials to
help ensure that investors are aware of the investment strategy and the risks associated
with the strategy. The Funds offering materials contain further details regarding the
performance incentive, and risk and strategy with respect to the applicable Fund.
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The Firm provides advisory services to the Funds, which are pooled investment vehicles
or DIVs. Fund investors are required generally to provide a minimum capital
commitment unless otherwise approved. The minimum capital commitment is set forth
in the respective Fund offering materials.
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OF LOSS The investment strategy of the Firm is to use its operational experience to materially
enhance the value and core opportunities of the commercial real estate that it acquires.
The Firm focuses on properties where it can generate stable cash flow, principally in the
following commercial real property types: industrial, office (suburban and medical),
retail, multifamily, hospitality and self-storage facilities.
The Firm endeavors to balance the risk in its various fund portfolios by employing a
strategy that blends the assets in the portfolio between yield-oriented properties and
capital enhancement properties. The key components of each of these strategies are
described below.
YIELD-ORIENTED STRATEGIES:
1. Stable Yield Strategy: This strategy is focused on acquiring real estate assets
with stable, long term Net Operating Income to counter balance the riskier
investment strategies.
2. Yield Enhancement Strategy: This strategy is focused on acquiring real
estate assets with a fairly stable Net Operating Income; however, there is an
opportunity to enhance the yield by modifying the underlying leases.
3. Buy Vacancy/Renewal Strategy: This strategy is focused on acquiring real
estate assets that have potential decreases in short term Net Operating Income
caused by existing vacancies or pending tenant lease expirations.
4. Credit Risk Strategy: This strategy is focused on acquiring well-located real
estate assets at a discount due to the credit status of the primary tenant. In
employing this strategy, the Firm looks at special risk mitigating factors; such
as the quality of the asset, nature of use to tenant's business, and the ability to
re-tenant/re-use the facility.
CAPITAL-ORIENTED STRATEGIES
1. Re-positioning Strategy: This strategy is focused on acquiring real estate
assets that need to be upgraded by an infusion of capital to bring the facility
up to current standards. These projects include deferred maintenance;
modernization of the physical plant; exterior facade improvements; and
interior renovations. This strategy is typically employed with buildings that
are vacant or have a pending renewal.
2. Expansion Strategy: This strategy is focused on acquiring real estate assets
that have the ability to be expanded.
3. Development/Re-development Strategy: This strategy is for raw
development or major re-development of existing facilities.
4. Change of Use Strategy: This strategy is focused on acquiring real estate
assets that have the ability to be converted to a different use through re-
development of the property.
In all investment strategies, the Firm uses appropriate debt leverage in order to enhance
the overall returns of the investments.
Investing in real estate securities entails a significant degree of risk and therefore should
be undertaken only by investors capable of bearing the risks such investments represent.
Material risks relating to the business of real estate based investment include:
• Real estate investments are subject to a high degree of risk (economic climate,
supply and demand, perception of investment location, adequate management,
maintenance and insurance, operating costs and changes in interest rates)
• Real estate is highly competitive
• Real estate investments are illiquid
• The Fund may not be able to refinance investments if required
• Each Fund only may make a limited number of investments. Consequently, poor
performance by any or a few of the investments could severely affect the
aggregate return of the Fund. The Fund will also make investments that are not
diversified geographically and, thus, the aggregate return of the Funds may be
heavily dependent on the local conditions, economic and otherwise, of the area in
which such investments are concentrated.
In addition, neither the Firm’s track record, nor that of any of its employees and affiliates
will necessarily imply or predict, directly or indirectly, any level of future performance of
any Fund. The performance of Fund is dependent on future events and is, therefore,
inherently uncertain.
The Firm follows an investment process that is subject to the overall policy direction of
an investment committee comprised largely of the Firm’s personnel. The stages of the
investment process are highly integrated, with formal investment committee review as the
final point of the process. The Firm utilizes this same investment approach in connection
with each Fund’s investment(s) and will rely upon the investment committee in reaching
acquisition, financing and disposition decisions with respect to such investments. As a
first step in evaluating a prospective investment, the investment committee will seek the
endorsement of both the Firm’s acquisition group and portfolio management group. The
initial investment recommendation will be evaluated, with investment committee
approval required in order to proceed to contract and full due diligence. The terms of the
acquisition and its structure will be determined as part of the initial approval and will be
the responsibility of the Firm’s acquisition group. Please see Item 4 -- “Advisory
Business-- Advisory Services” for a discussion regarding the Firm’s valuation process.
The Firm, along with construction, leasing and property management personnel are
involved in providing and verifying underwriting assumptions and developing the
operating strategy. After a due diligence review and before removing conditions to the
purchase contract, the final investment committee recommendation will be sought by the
acquisition and operating platform teams. The investment committee will review the
information developed during the due diligence process and either reject or approve each
investment. All decisions of the investment committee must be unanimous.
For a more detailed discussion of certain key aspects of the Firm’s investment strategy, a
description of the types of investments in which a particular Fund invests, and a
discussion of these and other risks related to an investment in such Fund, investors should
refer to the applicable Fund’s offering materials.
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There are no legal or disciplinary events that are material to a client’s or prospective
client’s evaluation of the Firm’s advisory business or the integrity of its management.
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Neither the Firm, nor any of its management persons, has any industry activities or
relationships or arrangements with any related person that are material to its advisory
business or to its clients.
Additionally, neither the Firm nor any of its management persons is registered, or has an
application pending to register, as a broker-dealer, futures commission merchant,
commodity pool operator, or commodity trading advisor (or associated person thereof).
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TRANSACTIONS AND PERSONAL TRADING Code of Ethics The Firm has adopted a Code of Ethics (the "Adviser Code") designed to ensure
compliance with Rule 204A-1 under the Advisers Act.
The Adviser Code is intended to reflect fiduciary principles that govern the conduct of
the Firm and its supervised persons in providing investment services to the Funds. These
principles include, but are not limited to, the following:
•
Place the interests of advisory clients first. As a fiduciary, the Firm will serve in
its clients’ best interests (i.e., neither the Firm nor its supervised persons may
benefit at the expense of the Firm’s clients).
•
Comply with all applicable laws. The Firm and its supervised persons must
comply with all applicable laws, including the Advisers Act and all applicable
federal and state securities laws.
•
Avoid taking advantage of advisory relationship. To the extent applicable, the
Firm and its supervised persons must conduct personal securities transactions in a
manner that does not interfere with the transactions of any advisory client or
otherwise take unfair advantage of relationships with advisory clients.
Although the Firm does not invest in securities on behalf of investors in the Funds, a key
aspect of the Adviser Code is the obligation of each “access person” identified by the
Firm to submit to the Firm personal securities holding and transaction reports. In
particular, such persons must periodically submit to the Firm’s chief compliance officer a
report of the securities holdings in which the person or certain related persons have a
direct or indirect beneficial ownership interest or over which such persons exercise any
investment control, influence or discretion. In addition, such persons also must submit
quarterly reports describing certain securities transactions.
Investors may request a full copy of the Adviser Code by contacting us at 973-630-2464.
Participation or Interest in Client Transactions The Firm’s affiliates act as general partners or managing members to the Funds to which
the Firm provides investment advisory services. In addition, affiliates of and certain
personnel associated with the Firm generally invest in each Fund alongside the Fund’s
investors. Further, the Firm’s principals, officers and employees and certain of its
affiliates may have direct and indirect investments of their own capital in the Funds
through, for example, direct investments, performance allocation, including carried
interest and investments in the REITs organized by the Funds’ general partners or
managing members and associated with particular Funds.
In addition, as described above, the existence of carried interest may create an incentive
for the Firm or the general partner of an applicable Fund to recommend or approve more
speculative investments on behalf of the Fund than would be the case in the absence of
this compensation arrangement (although the substantial capital commitment by the
management of the general partner may mitigate this incentive). Such speculative
investments could expose the Fund to greater risk of loss than if the Firm refrained from
making recommending such speculative investments.
Prior to subscribing for interests in a Fund advised by the Firm, investors should carefully
review the offering materials for the applicable Fund, which contains information relating
to potential conflicts of interest between the activities of the particular Fund and the
business activities of the Firm and its affiliates, or others that may have a financial
interest in the real estate assets in which that Fund invests.
Related Party Transactions and Fairness Opinion Protocol The Firm has instituted a Transaction Fairness Opinion protocol to ensure that any
purchase and sale of assets between Funds or affiliated entities managed by the Firm is
fair and consistent with legal and contractual obligations of the Firm and its affiliates. An
independent third party valuation expert is to be engaged to establish a protocol for
valuing the asset and the valuation expert shall hire a qualified independent appraiser to
establish fair market value.
The related party transaction is presented to the Advisory Committee for a non-binding
review and approval. Consent to permit the Fund(s) to engage in the transaction is
obtained as required by the respective partnership or operating agreement. The Firm
complies with the contractual obligations contained in the applicable Fund’s governing
documents with respect to notice and consent.
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The Firm has the authority to recommend to the Fund investment opportunities consistent
with the purposes of the Fund, monitor and evaluate investments and provide other
services related thereto. However, given the nature of the investments the Funds make,
broker-dealers are not generally used for transactions. In the rare case that transactions
on behalf of a Fund would be executed through a broker, dealer or underwriter, the
Firm’s objective is to obtain “best execution” (that is, the most favorable price and
execution).
With respect to real estate brokers, the Firm considers a variety of factors in retaining
brokers for real estate transactions for the Fund, including geographic location and local
market knowledge, quality and reliability of services, ability and dependability to close
on a timely basis, experience with the property type and the level of complexity involved,
reputation, and the nature of any potential conflict with the broker.
The Firm receives no additional services that it would otherwise pay for, such as
research, from real estate brokers or other third parties (i.e., soft dollars) in exchange for
using their services. Also, in selecting or recommending real estate brokers, the Firm
does not consider whether or not it or a related persons receives client referrals from a
broker or third party, nor does the Firm direct real estate transactions to any real estate
broker in return for client referrals.
The Firm does not recommend, request or require that a client direct us to use a particular
real estate broker and it does not permit its clients to mandate the use of a particular real
estate broker. There are no conditions that exist in which the Firm aggregates the
purchase or sale of real estate investments for various portfolios.
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Review of Investment Portfolios The Funds’ real estate investments are generally private, illiquid and long-term in nature.
As such, the Firm’s review process is not directed toward a short term decision to dispose
of such assets. However, as noted above, the Firm reviews the Fund’s investment
portfolio for the purpose of: (i) confirming that each proposed acquisition meets the
applicable investment criteria, (ii) preparing individual asset management plans for each
investment, (iii) preparing portfolio-wide analysis and reports, (iv) performing internal
valuations of all investments at least annually and adopting procedures for such
valuations and (v) making recommendations as to the retention or disposition of
investments.
Review of Investor Complaints Furthermore, the Firm monitors and reviews all complaints from investors in the Funds
and promptly addresses and, if possible, resolves such complaints in a reasonable, fair
and timely manner -- respecting the privacy of such investors’ records.
Terrorist Activities and OFAC Review The Chief Compliance Officer will review the Funds’ investors to determine whether any
such investor appears on any list of known or suspected terrorists or terrorist
organizations and shall not accept the commitment of any prospective investor or
maintain any investor who is on any such list. A monthly review of all existing investors
against such terrorist lists is also performed. When necessary to comply with the OFAC
requirements, the Firm shall block or reject certain transactions. The Firm reports
blocked and rejected transactions to OFAC as required by law.
Reports to Investors The Firm periodically transmits a report to each Fund investor that shows the investor’s
investment portfolio position and account activity. Fund Controllers review the reports
for correctness and completeness, reconciling the reports to the Firm’s records. Any
reconciling differences are investigated and resolved.
Following review, the Firm distributes the finalized reports to investors. The Firm
transmits account statements to investors as follows:
• For Hampshire Partners Funds VII and VIII, LP and The Hampshire Christie
Qualified Opportunity Fund LLC, the Firm provides investors with a quarterly
report of their respective account balances and account activity over the past
quarter.
• For the Hampshire Generational Fund, LLC, the Firm provides investors with a
quarterly report of total Fund account balance and activity over the past quarter.
Annually, the Firm provides an “Investor Profile” reflecting the units held and the
value per unit.
• For the DIVs noted in Item 4 – Advisory Business, the Firm provides investors
with an annual audited financial statement reflecting the value of the investment.
The Firm also sends out a quarterly project update letter.
Privacy Notice The Chief Compliance Officer on behalf of the Firm maintains an updated Privacy
Notice. A copy of the Privacy Notice shall be provided to an individual who becomes a
"customer" of the Firm not later than when the Firm establishes a customer relationship,
or a "consumer," before the Firm discloses any nonpublic personal information about the
consumer to any nonaffiliated third party. The Firm provides a copy of the Privacy
Policy Notice on an ongoing basis to the extent required by law.
The Firm does not disclose any non-public personal information about its investors to
anyone, other than to its affiliates for ordinary business purposes, and to non-affiliated
third parties (i) to the extent the procedures have been complied with and the investor has
not opted out of disclosure (if applicable); (ii) to the extent necessary to administer or
effect a transaction that the investor has requested or authorized, including as necessary
to facilitate investment in a client Fund; (iii) to service providers or joint marketers who
agree to limit their use of such information; (iv) to the extent necessary to obtain
financing for a client Fund or a portfolio company of a client Fund; (v) with the consent
or at the direction of the investor; (vi) to protect the confidentiality or security of Firm
records; (vii) for required institutional risk control or for resolving investor disputes or
inquiries; (viii) to persons holding a legal or beneficial interest relating to the investor;
(ix) to persons acting in a fiduciary or representative capacity on behalf of the investor;
and (x) to the extent required or specifically permitted by law or reasonably necessary to
prevent fraud, unauthorized transactions or liability.
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Neither the Firm nor any related person directly or indirectly, compensates any person for
client referrals or for referrals of investors in the Funds.
No person, other than the client Fund, provides an economic benefit to the Firm for
providing investment advice or other advisory services.
The Firm may compensate, or may cause a Fund to compensate, others in connection
with the placement of the Fund’s securities to the extent provided in the Fund’s
governing documents.
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In connection with the management of the Funds, the Firm may be deemed to have
custody of certain client funds or securities under Rule 206(4)-2 under the Advisers Act.
With the exception of certain assets, which are defined as “privately offered securities”
under Rule 206(4)-2 of the Advisers Act, the Firm will arrange for the safekeeping of
such funds and securities with an unaffiliated qualified custodian as provided in Rule
206(4)-2 under the Advisers Act (or make other arrangements permissible under SEC
rules).
The Funds are subject to an annual audit performed by a nationally recognized PCAOB
registered and inspected public accounting firm and the audited financial statements are
distributed to each of the Funds’ investors. The audited financial statements are prepared
in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and
distributed within 120 days of the fiscal year end of each Fund. Investors should
carefully review such financial statements.
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Each particular Advisory Contract governs the relationship between the Firm and the
applicable Fund, including the degree of discretion granted to manage related
investments.
Except as otherwise provided in the Advisory Contract and subject to the supervision of
the Fund’s general partner or managing member and the applicable written investment
guidelines, all investment actions that the Firm may take and all investment
determinations that the Firm may make pursuant to the Advisory Contract, may be taken
and made at the sole and absolute discretion of the Firm. Such discretion includes,
without limitation, the authority to evaluate, monitor, exercise voting rights and take
other appropriate action with respect to such investments on behalf of each Fund (but
excluding authority to acquire or dispose of Fund’s investments except with the approval
of each Fund’s applicable investment committee).
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The Firm has adopted this proxy voting policy and procedure, which is designed to
ensure that it votes a Fund’s securities in the best interests of such client. In the voting of
client securities, the Firm does not believe material conflicts of interest would arise
between its interests on the one hand and the interests of the Fund on the other.
• The Chief Compliance Officer shall maintain a record that lists those Funds where
the Firm exercises proxy voting authority.
• A Fund’s investors may not direct the Firm’s vote in a particular solicitation.
• If the Firm votes interests, on behalf of a Fund, it does so in the economic
interests of the applicable Fund. When voting securities, the Firm considers
relevant facts, which may include, among many others, the impact on the value of
the securities, the anticipated economic and non-economic costs and benefits
associated with a proposal, the effect on liquidity, and customary industry and
business practices. The Firm shall vote in a prudent and diligent fashion and only
after a careful evaluation of the issue presented on the ballot.
• The Chief Compliance Officer shall maintain a record of any such vote made on
behalf of a Fund.
• Existing and prospective investors in a Fund may request information from the
Firm about how any voting securities held by such Fund were voted. The Firm
will provide a copy of this proxy voting policy and procedure to any existing or
prospective investor upon request.
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An investment adviser must disclose and provide certain financial information if:
• a threshold of fee prepayments is met;
• there is a financial condition likely to impair the ability to meet contractual
commitments; or
• a bankruptcy within the past ten years.
The Firm does not have anything to disclose under this item.
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