Firm Description Dome Equities, LLC, a Delaware limited liability company ( “Dome Equities” and,
together with its affiliates, including Dome GP, LLC and other affiliated general
partner entities, “Dome”) is a private equity real estate investment management
firm founded in November 2010. Dome Equities, Dome GP, LLC and other
affiliated general partner entities operate together as a single investment
management business. Dome’s business also includes the operating and
management of real estate investments sponsored by a prior related entity of Dome.
This brochure describes only that segment of Dome’s activities that might be
deemed to be an investment management business as opposed to the direct property
investments of the prior related entity of Dome. The principal difference between
the two business segments is not the underlying assets, which are real estate
properties in all cases. The principal difference is instead one of ownership and
investment management structure, given that since November 2010, Dome’s
management has elected to employ the indirect Fund-PropCo investment model
described in this brochure.
Dome is currently providing investment advisory services for one type of client—
private, unregistered investment funds (each a “Fund”), to date each a limited
liability company or limited partnership, which invests in entities (usually a limited
liability company) whose primary asset consists of real estate, with a focus on the
multifamily sector (each such entity, a “PropCo”). Most PropCos invest in
incoming-producing, improved real estate, although certain Funds have invested in
PropCos pursuing ground up real estate development projects. Each Fund is
managed in accordance with applicable offering documents (e.g., private placement
memoranda) and limited partnership or other operating agreements (collectively,
“Governing Documents”). As of December 31, 2019, Dome acts as investment
adviser to 14 Funds with total assets under management of approximately $1.225
billion on a discretionary basis. Three such Funds, Dome US Multifamily Fund I,
LLC, Dome U.S. Multifamily Fund II, L.P. and Dome U.S. Multifamily Fund III,
L.P. (together with their respective dedicated parallel funds, as applicable, “Fund
I”, “Fund II” and “Fund III”), differ from most other Funds in that they are
structured to invest in multiple properties (through multiple PropCos) instead of a
single property.
The investment objective of each Fund is to achieve long-term capital appreciation
and current income by investing in PropCos whose primary asset is real estate.
Dome believes that each PropCo to date has characteristics of a joint venture
between the relevant Fund and an independent, local real estate operator identified
by Dome as qualified to source, manage (and/or develop, as applicable) the
underlying real estate property. Such local operators typically serve as managing
member of the relevant PropCo, with the applicable Fund holding a non-managing
member interest.
Dome provides each Fund with such investment advice and supervision as it
considers necessary for the proper supervision of the investment of assets of the
Fund. Dome furnishes the investment program for each Fund, consisting of a
review of the real property proposed to be purchased by the relevant PropCo and
the identification of each local real estate operator, as well as monitoring each
investment on a continuous basis and implementing the sale of the underlying real
estate which, for all Funds other than Funds II and III, requires approval of a
majority in interest of the members of a Fund. Dome will at all times supervise the
purchasing and selling of the real estate investment. Dome will determine what
portion of the other assets of the Fund should be held uninvested, subject always to
the restrictions of the Governing Documents of the Fund then in effect, as they may
be amended from time to time.
Dome GP, LLC is included under the umbrella registration provisions of Part 1,
Form ADV, Schedule R, as a “relying adviser” of Dome Equities. Subject as to
certain limited matters to approval by a majority or more in interest of the investors
in a Fund, Dome shall have sole and exclusive control over the Fund and the power
and authority to take such actions from time to time as the Manager may deem to
be necessary, appropriate or convenient with respect to the management and
conduct of the Funds.
Dome provides its investment management services through its officers. Decisions
regarding specific real estate property acquisitions and dispositions are made by
Dome’s investment committee, which is comprised of Dome’s Chief Executive
Officer/Chief Investment Officer, Eric D. Jones, Dome’s Chief Operating
Officer/Chief Compliance Officer, Todd Cather and two Managing Directors,
Jeremy Klein and Dan Bourla. Dr. Nitin V. Doshi, who has a minority membership
interest in Dome, or his affiliated entities may provide acquisition financing for
certain Funds on a bridge basis.
As a general matter, each Fund is managed in accordance with its investment
objectives, strategies and guidelines as set forth in its Governing Documents, and
is not tailored to the individual needs of any particular investor. Investors in the
Funds do not have authority over or participate in the day-day management of the
Funds, and an investment in a Fund does not, in and of itself, create an advisory
relationship between the investor and Dome.
Interests in each Fund are privately offered pursuant to Regulation D under the
Securities Act of 1933, as amended and exemptions from registration under state
laws. Each Fund relies on an exemption from registration under the Investment
Company Act.
Principal Owners Dome is principally owned by its senior management and their families. The two
largest direct owners of the firm are family entities for Mr. Eric Jones, Dome’s
Chief Executive Officer and Chief Investment Officer, and Mr. Todd Cather,
Dome’s Chief Operating Officer and Chief Compliance Officer (each owning
24.50%). Mr. Jones also owns, directly and indirectly, the managing member of
each of the Funds (or, in the case of Fund II and III, the manager of the relevant
Fund II and Fund III general partner). Dr. Nitin V. Doshi and entities associated
with the Doshi family, of which Mr. Cather is a member, also own direct equity
interests in Dome.
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In general, Dome is entitled to receive a management fee and a carried interest in
connection with the advisory services provided to the Funds. Dome may receive
additional compensation in connection with the structuring of certain portfolio
investments. Investors in a Fund also bear certain expenses.
Fees Generally, an annual investment advisory fee of 150 basis points of the cumulative
total of all capital contributions or commitments of the investors of each Fund is
required to be paid in quarterly installments (either in advance or in arrears) as more
fully described in each Fund’s Governing Documents. These fees are non-
refundable.
In addition, certain Funds (other than Fund II and Fund III) are also subject to a
structuring fee relating to the underlying real estate asset purchased by the PropCo
in which the Fund invests. This fee is usually 1% of the purchase price (or
development budget, as applicable), and is paid to Dome. This structuring fee
operates as an indirect expense borne by the Fund’s investors. Dome typically
invests between approximately 5% and 10% of the equity in each Fund formed
(though no particular level of investment is required, except in the case of Fund II
and Fund III), so that Dome or its affiliates indirectly bear a proportional amount
of the fee, net of the local operator’s proportional share of the fee. Fund II and
Fund III are not subject to the structuring fee.
In addition to fees payable to Dome and its affiliates, each Fund will typically also
be obligated to pay certain fees to the unaffiliated local operating partner pursuant
to the terms of the relevant PropCo operating agreement. Such fees may include
acquisition fees, property management fees, development and general contractor
fees, as well as an incentive fee.
Expenses Dome furnishes, generally at its own expense in accordance with each Fund’s
Governing Documents, all necessary services, facilities and personnel in
connection with its investment advisory responsibilities. In some cases, a Fund’s
Governing Documents provide for Dome to be reimbursed for the cost and
expenses of Dome personnel performing certain tax and audit services. Subject to
an aggregate dollar cap on organizational expenses in the case of Fund II and Fund
III, Dome is also reimbursed by each Fund for all organizational expenses incurred
in creating the Fund, and each Fund bears all expenses incurred in connection with
its ongoing operations, all as set forth in greater detail in the Governing Documents
of the Funds.
Investors in any Fund should review the applicable Governing Documents for a more
extensive description of the fees and expenses associated with an investment in any
particular Fund.
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Dome is generally entitled to receive performance compensation based on realized
gains from investments above a performance benchmark specified in each Fund’s
Governing Documents. To comply with Rule 205-3 promulgated under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”), investment in
the Funds is limited to “qualified clients”.
More specifically, the Governing Documents of the Funds typically provide that
after investors in the Fund receive distributions equal to their contributed capital
plus a preferred return (typically at least 8% compounded annually), then a
designated Dome affiliate receives 15% of the total profits.
It is expected that
supervised persons of Dome will receive amounts equal to approximately one-half
of these performance-based payments pursuant to agreements between Dome and
such supervised persons.
These incentive payments may encourage Dome and its supervised persons to select
more risky real estate investments than if Dome and its affiliates otherwise received
compensation based solely on contributed capital, for example. Notwithstanding this
potential conflict, Dome intends to select investments that it believes in good faith to
be in the best interests of each Fund and appropriate to meet each Fund's investment
objectives, consistent with the investment guidelines and risk profile disclosed in each
Fund’s Governing Documents.
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As described, Dome provides investment advice to only one type of client—the
Funds, which are private investment vehicles that are exempt from registration
under the Investment Company Act.
Investors in each Fund must qualify as “accredited investors” (as defined in
Regulation D under the Securities Act of 1933, as amended) and “qualified clients”
under the Advisers Act. Investors in Dome U.S. Multifamily Fund II (A), L.P. (the
dedicated Fund II parallel fund) and Dome U.S. Multifamily Fund III (A), L.P. (the
dedicated Fund III parallel fund) must also be “qualified purchasers”, as such term
is defined in Section 2(a)(51) of the Investment Company Act of 1940.
A description of the transfer rights and procedures, minimum investments, and
Dome’s ability to waive such rights, procedures and minimums is described in the
Governing Documents of each Fund.
Dome has entered into (and may in the future enter into) “side letters” with investors
in the Funds, which may allow for certain additional rights in the event of tax,
regulatory or legal circumstances applicable to such investors, and/or may provide such
investors with different or preferential rights or terms, including but not limited to
different or lower fee terms or structures, information rights, co-investment rights, and
transfer rights.
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Dome management has broad-based experience identifying value add and
distressed real estate acquisitions. Dome’s approach is strategy-driven and includes
investing in competitively bid or off-market transactions. Management employs a
disciplined, proprietary macro-research capability intended to target economically
strong regions of the United States. Due diligence regarding properties, regional
economics, the local operating partner and proposed property managers is
performed, and historical cash flows and various scenarios of future cash flows are
reviewed. Typical real estate transaction size ranges from $5 to 20 million of
investor equity in each Fund, with total property cost of $20 to 60 million.
Dome has historically acquired and developed properties in the commercial office,
retail, industrial and residential markets. Mr. Jones, through Dome and prior
platforms, has increased the acquisition of multi-family rental property since
approximately 2005. Dome believes that key aspects that have driven this strategy
direction are the following:
• The “prime renter” age cohort (age 20 to 34 years old) is projected
to grow through 2024.
• Young persons living at home at a record high – a source of pent-up
demand.
• Life changing events such as marriage and first birth occurring later
in life creating a longer-term renter.
• Student loan debt outstanding reaching record levels which is also
keeping indebted persons renters for longer.
• The homeownership rate for “prime renters” remains near an all-
time low.
• Historically low mortgage rates and attractive government
sponsored entity financing for multi-family rental property.
• Rental property represents a hard asset and inflation hedge, with key
elements of short duration fixed income (e.g., one-year leases).
An investment in each Fund involves significant risks not associated with other
investment vehicles and is suitable only for persons of adequate financial means
who have no need for liquidity in such an investment. There can be no assurances
or guarantees that (i) any Fund’s investment objectives will prove successful or (ii)
investors will not lose all or a portion of their investment in the Fund. Investors
should consider investment in a Fund as a supplement to an overall investment
program and should only invest if they are willing to undertake the risks involved.
Real estate markets may fluctuate substantially over time. As recent global and
domestic economic events have indicated, performance of any investment is not
guaranteed. Although Dome will attempt to manage those risks through careful
research, ongoing monitoring of investments, and active participation, the properties,
mortgages, securities and other investments purchased by the Funds might in fact
decline in value or the Funds might incur significant losses. The past investment
performance of the Funds cannot be taken to guarantee future results of the Funds or
any investment in the Funds. Dome does not guarantee any level of performance or
that investors in the Funds will not experience a loss of their account assets. The Funds
might not be able to generate positive returns and the returns might not be
commensurate with the risks inherent in their investment strategy. The marketability
and value of any investment made by the Funds will depend upon many factors beyond
the control of the Funds. The expenses of the Funds may exceed their income. An
investor in a Fund could lose the entire amount of its contributed capital. Therefore, an
investor should only invest in a Fund if the investor could withstand a total loss of its
investment. In addition, all prospective investors are required to represent that they are
investing in reliance on their own tax, legal and financial advisers and not on any advice
or recommendation of Dome. There are numerous market and strategy risks in
connection with investing in a Fund, including:
• Each Fund is newly created, and it therefore has no operating history
upon which prospective investors may base an evaluation of
performance of the Fund.
• The success of each Fund is significantly dependent upon the
expertise of Eric D. Jones. The loss of Mr. Jones’ services could
have a material adverse effect on each Fund.
• Investors do not participate in the day to day management of any
Fund.
• Each Fund’s portfolio will be comprised of and concentrated in
holdings in a limited liability company (or similar vehicle) whose
sole purpose is to invest in real estate (in most cases income-
producing, improved real estate, but in some cases real estate
development projects). Each Fund will not be able to readily
dispose of its holdings and, in some cases, may be contractually
prohibited from disposing of such holdings for a period of time.
• An investment in any Fund provides almost no liquidity since the
interests in a Fund are not freely transferable and investors have very
limited rights of withdrawal.
• Each Fund is not, nor is it intended to be, registered under the
Investment Company Act and thus is (i) different in many ways
from open-end investment companies (known as “mutual funds”)
that are registered and (ii) not subject to the provisions of the
Investment Company Act designed for investor protection.
• The investments of each Fund will likely have significant leverage
for the purpose of seeking to achieve a higher rate of return. While
leveraging presents opportunities for increasing the Fund’s total
return, it has the effect of increasing losses as well.
• Each Fund usually uses a local operator at the PropCo level to
manage (and/or develop, as applicable) its real estate. While there
are various protective rights negotiated for Fund in relation to its
dealings with a local operator (i.e., in the relevant PropCo operating
agreement), including the right to remove a local operator in
specified circumstances, neither the Fund nor Dome has control over
local operators, and disagreements and non-performance could
arise, ultimately jeopardizing the economics of the real estate
investments. From time to time disagreements have arisen in the
past which negatively affected the operating results to operating
results and financial performance of acquired properties.
• The acquisition, ownership and disposition of real estate carries
certain litigation risks, which could result in losses to the Funds.
Litigation may be commenced with respect to a property acquired
by a Fund in relation to activities that took place during or prior to
the Fund’s acquisition of such property. In addition, at the time of
disposition of an individual property, a potential buyer may claim
that it should have been afforded the opportunity to purchase the
asset or alternatively that such buyer should be awarded due
diligence expenses incurred or statutory damages for
misrepresentation relating to disclosures made, if such buyer is
passed over in favor of another as part of a Fund’s efforts to
maximize sale proceeds. Similarly, successful buyers may later sue
a Fund under various damage theories, including those sounding in
tort, for losses associated with latent defects or other problems not
uncovered in due diligence. The Funds may also be exposed to
litigation resulting from the activities of tenants, service providers,
visitors, vendors or others who enter the property or engage in
business with it.
• Dome will utilize leverage with the goal of enhancing a Fund’s
returns. A Fund’s failure to obtain leverage at the contemplated
levels, or to obtain leverage on attractive terms, could have a
material adverse effect on a Fund. Use of leverage will subject a
Fund to risks normally associated with debt financing, including the
risk that a Fund’s cash flow will be insufficient to meet required
payments of principal and interest, the risk that indebtedness on the
investments will not be able to be refinanced, the risk that the terms
of such refinancing will not be as favorable as the terms of the
existing indebtedness or the risk that a Fund will be unable to repay
its debt at maturity and the lender could seize a Fund’s assets. A
Fund may incur indebtedness in which recourse is not limited to
specific assets of a Fund and indebtedness which is collateralized by
more than one Fund asset, creating a situation where a Fund’s
investment in performing assets could be adversely impacted when
those performing assets have been cross-collateralized with assets
that become non-performing. A wide range of economic, political,
competitive and other conditions (including acts of war or terrorism)
may affect Fund investments.
• Funds investing in real estate development projects are subject to
additional risks inherent in such projects. These include potential
deviations from the agreed business plan and/or liability for cost
overruns, construction delays and defects, the inability to secure
sufficient tenant commitments, the financial condition of tenants,
buyers and sellers of properties, the imposition of rent controls,
changes in local demand during the time of development and
construction, and environmental, zoning and permitting
uncertainties, acts of God and natural disasters.
• A related party of Dome has historically provided “bridge
financing” for Fund investments, provided, however, that this bridge
financing activity, if used at all, is expected to be limited for Fund
II and Fund III. This arrangement entails that related party loaning
money to the Fund and being repaid after the Fund obtains financing
from third parties and makes its investment in the relevant PropCo.
It is expected that this related party will be entitled to distributions
associated with such ownership. A Dome affiliate typically will
maintain between 5% and 10% of any Fund’s ownership interest, or
another amount as specifically disclosed in the Governing
Documents for the Fund (i.e., a greater or lower percentage may be
retained). This financing practice may create a conflict of interest
for Dome, as it may have an incentive to recommend a property
acquisition more quickly in order to facilitate repayment of the
financing to its related party. Dome addresses this conflict by using
comprehensive review policies relating to any proposed real estate
investment such that a bridge financing determination is made after
the Dome personnel have determined that the investment in the
underlying real estate is desirable. These transactions collectively
also may in some cases have the effect of representing a transfer of
an equity interest in the underlying investment from the financing
party to the relevant Fund (and thus, indirectly, to the Fund’s
investors), a conflict of interest that is disclosed where applicable to
Fund investors, who are deemed by investing in the Fund to have
given their consent to the arrangement, including any aspect of the
arrangement that may be viewed as an otherwise prohibited
“principal transaction” under Section 206 of the Advisers Act (a
legal provision that prevents investment advisers or their affiliates
from selling property to or buying property from investment adviser
clients without a client’s express consent).
•
Cybersecurity Risk. As the use of technologies, such as the internet,
has become more common in conducting business, Dome may be
more susceptible to operational, information security and related
risks in connection with breaches in cybersecurity. Generally, a
cybersecurity failure may result from either intentional attacks or
unintentional events and include, but are not limited to,
unauthorized access to digital systems, the misappropriation of
assets or sensitive information, the loss of proprietary information,
corruption of data and operational disruption, including denial-of-
service attacks on websites. A cybersecurity failure could cause a
Fund and/or Dome to become subject to regulatory penalties,
reputational damage, additional compliance costs associated with
corrective measures, and/or financial losses. Cybersecurity failures
may involve third party service providers, joint venture partners, and
investments made by, or counterparties involved in transactions
with, Dome or the Funds. Dome has established policies and
procedures reasonably designed to reduce the risks associated with
cybersecurity failures; however, there can be no assurance that these
policies and procedures will prevent or mitigate the impact of
cybersecurity failures.
•
Impact of COVID-19. As of the date hereof, there is an outbreak of
a novel and highly contagious form of coronavirus (“COVID-19”),
which the World Health Organization has declared to constitute a
pandemic. The outbreak of COVID-19 has resulted in numerous
deaths, adversely impacted global commercial activity and
contributed to significant volatility in certain equity and debt
markets. The global impact of the outbreak is rapidly evolving, and
many countries, including the United States, have reacted by
instituting quarantines, prohibitions on travel and the closure of
offices, businesses, schools, retail stores and other public venues.
Businesses are also implementing similar precautionary measures.
Such measures, as well as the general uncertainty surrounding the
dangers and impact of COVID-19, are creating significant
disruption in supply chains and economic activity and are having a
particularly adverse impact on transportation, hospitality, tourism,
entertainment and other industries, including increased
unemployment. The impact of COVID-19 has also led to significant
volatility and declines in the global public equity markets and it is
uncertain how long this volatility will continue. As COVID-19
continues to spread, the potential impacts, including a global,
regional or other economic recession, are increasingly uncertain and
difficult to assess. Any public health emergency, including any
outbreak of COVID-19 or other existing or new epidemic diseases,
or the threat thereof, and the resulting financial and economic
market uncertainty could have a significant adverse impact on the
real estate market generally, including the multifamily rental sector.
By way of example, rising unemployment may drive a decrease in
demand for new or renovated rental apartments, and may cause
existing tenants to default on their rental payment obligations. All
of the foregoing could adversely affect a Fund’s ability to fulfill its
investment objectives.
Prospective investors should review the applicable Fund Governing Documents, as
applicable, for a more extensive description of the potential investment risks and
conflicts of interest associated with an investment in the Fund.
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Legal and Disciplinary Dome and its supervised persons have not been involved in legal or disciplinary
events that are material to a client’s evaluation of Dome’s advisory business or the
integrity of its management.
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Other Activities As noted above, Dome is a private equity real estate investment management firm.
Dome’s business includes the operating and management of real estate investments
sponsored by a prior related entity of Dome. There are approximately 4 of these
investments that Dome oversees. This brochure describes only that segment of
Dome’s activities that might be deemed to be an investment management business
as opposed to the direct property investments of the prior related entity of Dome.
For further information, see Item 1 above.
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Trading Code of Ethics Dome has adopted a code of ethics that sets forth the standards of conduct expected
of its associated persons and requires compliance with applicable securities laws
(“Code of Ethics”). The Code of Ethics contains written policies reasonably
designed to prevent the unlawful use of material non-public information by Dome
or any of its associated persons. Prospective clients and clients may contact Dome
at the telephone number or email listed on the cover of this Firm Brochure to request
a copy of its Code of Ethics. Dome has appointed Todd Cather to serve as Chief
Compliance Officer. The Chief Compliance Officer is responsible for monitoring
and enforcing the Code of Ethics of Dome.
The Code of Ethics may be described briefly as follows: The Code of Ethics states
that Dome employees should strive to be judicious, accurate, objective and
reasonable in dealing with both clients and other parties, and that the personal
integrity of all employees is paramount. Further, the policies provide that all Dome
personnel must act within the spirit and the letter of all federal, state, and local laws
and regulations pertaining to the securities business, and at all times, the interest of
each Dome investment advisory client has precedence over any personal interest.
Also, the policies require that officers, directors and employees shall provide
reports of securities transactions upon request of management and Dome personnel
will not accept compensation of any sort for services, from any outside source
without the permission of the Chief Compliance Officer. In addition, the policies
state that when personal interests conflict with the interests of Dome and its
investment advisory clients, the employee will report the conflict to the Chief
Compliance Officer for resolution. In addition, personal transactions by Dome
personnel relating to real estate, initial public offerings and private placements must
be pre-cleared by the Chief Compliance Officer. Further, personal trading in
securities on Dome’s restricted list is prohibited.
Subject to the requirements of Dome’s Code of Ethics, Dome and persons
associated with Dome (“Associated Persons”) are permitted to buy or sell securities
that it also recommends to clients consistent with the Dome’s policies and
procedures. The Associated Persons may purchase ownership in a Fund on more
advantageous terms than other investors in the Fund. The interests of these persons
may conflict with the interests of outside investors, as some affiliates may seek
higher percentage investments when they perceive greater value in a particular
transaction. Dome addresses this conflict by generally limiting the ownership by
Associated Persons in any one Fund to generally 20% of such Fund, unless a greater
ownership percentage is needed to complete the required financing for that Fund.
Principals and employees of Dome and their affiliates may directly or indirectly
own an interest in Funds, including certain co-investment vehicles. To the extent
that co-investment vehicles exist, such vehicles may invest in one or more of the
same portfolio investments as the Funds. Co-invest opportunities may also be
presented to certain affiliates of Dome, as well as third party investors and other
persons, and such co-investments may be affected through co-investment vehicles
or directly in a particular portfolio investment.
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Dome will not select or recommend broker-dealers for client transactions because
the Funds, Dome’s sole clients, do not engage in transactions in actively traded
securities, as discussed above.
Generally, Dome focuses on transactions involving privately-owned real estate
properties and purchases and sells properties through privately negotiated
transactions. In connection therewith, Dome will engage the services of real estate
brokers to acquire or dispose of real estate assets. Dome has discretion to select which
broker to use in acquiring or disposing of investments for the Funds and their PropCos.
Dome does not receive any incentive to select or recommend a particular real estate
broker and no affiliates act as a broker. The Funds pay for brokerage fees or expenses
incurred in acquiring investments for the Funds and their PropCos.
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Dome monitors each Fund and its contemplated investments as part of an ongoing
process and regular account reviews are conducted on at least a monthly basis.
Such reviews are conducted by an investment advisory supervised person of Dome.
Dome currently provides written reports monthly for each Fund relating to its
investments except for Fund II and Fund III, which are provided quarterly. The
reports describe the investment and the underlying real estate and financial results
in respect of such real estate.
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Dome and its affiliates expect to pay cash referral fees to persons who refer
investors in a Fund. Such payments are not subject to the so-called “solicitor rule”
(Rule 206(4)-3) promulgated under the Advisers Act, because that rule does not
apply to investors in pooled investment vehicles. In the U.S., third-party solicitors
will be registered as broker-dealers with the SEC or registered representatives of
registered broker-dealers. Third-party solicitors outside the U.S. will be registered with
a non-U.S. regulatory body to the extent such registration is required in the applicable
non-U.S. jurisdiction. An investor who is solicited to invest in a Fund by a third
party should address questions about that party’s compensation, including any
payments from Dome or its affiliates, directly to the other party.
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Dome is deemed to have custody of each Fund’s assets under Advisers Act Rule
206(4) (the “Custody Rule”).
Accordingly, Dome adheres to the applicable requirements of the Custody Rule
with respect to each of its clients (i.e., each Fund). Dome’s Chief Financial Officer
arranges for an independent accountant that is registered with, and subject to regular
inspection by, the Public Company Accounting Oversight Board, to independently
audit each Fund on an annual basis, pursuant to the exemptions provided under
Rule 206(4)-2(b)(2)(ii) and distribute the audited financial statements prepared in
accordance with generally accepted accounting principles to investors within 120
days of the Funds’ fiscal year-end. Dome does not, however, have physical custody
of any Fund client assets (other than certain privately offered securities to the extent
permitted by the Advisers Act). Actual custody of funds and other client assets,
however, is held at qualified custodians, in accordance with SEC regulations.
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Discretionary Authority for Trading Dome is authorized to manage the Funds on a discretionary basis in accordance
with each Fund’s applicable Governing Documents.
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Dome does not invest in public securities and thus it does not vote proxies on behalf
of the Funds and does not anticipate doing so in the future.
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Financial Condition Dome does not have any financial impairments that will preclude the firm from
meeting contractual commitments to clients. It has never been the subject of a
bankruptcy proceeding.
Item 19. Requirements for State-Registered Advisers Not Applicable
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