Humphreys Capital, LLC is an Oklahoma limited liability company with its principal place of business in
Oklahoma City, Oklahoma. Humphreys Capital is registered with the SEC under the Advisers Act. The
Firm was formed in 2015 and is managed by The Humphreys Company, LLC.
Humphreys Capital provides investment management services to pooled investment vehicles that invest
primarily in real estate and real estate-related interests (each a “Fund” and together the “Funds”). The Firm
manages each Fund on a discretionary basis in accordance with applicable governing documents.
Humphreys Real Estate Income Fund, LLC (“HREIF”) is a perpetual term Fund formed for the acquisition,
development and leasing of income-producing real estate properties and investing in equity interests of joint
ventures with third-party developers which intend to acquire real property for development or
redevelopment. HREIF invests in real estate and real estate-related interests through a REIT Subsidiary (the
“REIT Subsidiary”). All of HREIF’s real estate properties and joint venture interests are held by the REIT
Subsidiary.
Humphreys Fund II, LP (“Fund II”), Humphreys Fund III, LP (“Fund III”), Humphreys Fund IV, LP
(“Fund IV”) and a special purpose vehicle (“SPV”) invest primarily in equity interests in certain joint
ventures with third party developers which intend to purchase real property that will be developed or
redeveloped primarily into multifamily, industrial, office, retail, hospitality, senior living or mixed-use
properties.
Humphreys Capital or an affiliate serves as the manager or general partner of Fund II, Fund III, Fund IV
and the SPV (each a “General Partner” and together the “General Partners”). Humphreys Capital
supervises, oversees and controls all investment advisory services provided by such General Partners with
respect
to these Funds, and each General Partner relies on Humphreys Capital’s investment adviser
registration instead of separately registering as investment advisers with the SEC under the Advisers Act.
Except as the context otherwise requires, any reference to “Humphreys Capital” or the “Firm” in this
document includes Humphreys Capital, LLC and each relying adviser. The relying adviser General Partners
are beneficially owned by the same persons as the Firm.
Humphreys Capital provides investment advisory services with respect to each Fund in accordance with
the investment objectives, policies, guidelines, limitations and restrictions set forth in applicable Fund
offering or governing documents. The Firm provides investment advisory services solely with respect to
the Funds, and no investor in any such Fund should look to Humphreys Capital or affiliates of Humphreys
Capital for advice regarding any of its own investment decisions, including any decision to invest in a Fund.
The Firm treats the Funds, and not any of their investors, as “clients” for purposes of the Advisers Act and
other applicable laws and regulations, to the extent permitted under such laws.
Co-investment opportunities are available for certain Fund investors. Humphreys Capital has entered side
letter arrangements with investors to participate in co-investment opportunities.
Each of the Funds relies upon and qualifies for exclusion from the definition of “investment company” as
set forth in Sections 3(c)(1), 3(c)(7) or 3(c)(5)(C) of the Investment Company Act of 1940, as amended (the
“Company Act”). HREIF qualifies for and relies upon Section 3(c)(5)(C) and therefore does not constitute
a “private fund” for purposes of the Advisers Act, Form ADV or Form PF.
Assets under management including all Funds were approximately $710 million as of December 31, 2023.
The Firm does not manage any assets on a non-discretionary basis.
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