A. Dream U.S. Manager LLC (“Dream” or the “Firm”) is an investment adviser with its
principal place of business in Denver, CO. Dream is a Delaware limited liability
company that is wholly-owned by Dream Real Estate Private Equity Inc., an Ontario
Corporation (“Dream REPE”). Dream REPE is in turn wholly-owned by Dream Asset
Management Corporation, which is in turn wholly-owned by Dream Unlimited Corp.
(“Dream Corp.”), a publicly traded company on the Toronto Stock Exchange
(TSX:DRM). Mr. Michael J. Cooper is the President and Chief Responsible Officer of
Dream Corp. and holds, directly or indirectly, the majority of the voting interests in
Dream Corp. and, through Dream Corp.’s indirect ownership of Dream, indirectly
controls Dream.
B. Dream serves as investment manager of and provides discretionary investment
management services to a privately offered investment fund, Dream U.S. Industrial
Fund LP (together with its subsidiaries, the “Fund”). The Fund is intended for
sophisticated investors in accordance with the applicable partnership agreements,
private placement memoranda, investment management agreements, subscription
agreements and other such agreements (“Offering Documents”). The Fund is exempt
from registration under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), pursuant to Section 3(c)(7) of the Investment Company
Act.
Investment in the Fund is not suitable for investors who are not sophisticated investors,
who have a need for liquidity in or consistently recurring income from their investment,
or who are not able to bear the loss of their entire investment.
The Fund will invest substantially all of its assets in direct or indirect interests in
industrial real estate properties in the United States.
Dream U.S. Industrial Fund GP LP (the “General Partner”) is directly owned by Dream
US Fund GP Holdings LP and
Pauls Realty Services LLC (“Pauls”). and serves as the
general partner to the Fund. The advisory services of Dream and the services of the
General Partner are described in this Brochure and the Offering Documents.
C. The Fund is managed in accordance with its own objectives and is not tailored to any
Fund investor (each an “Investor”). Such Investors accept the terms of advisory services
as set forth in the Fund’s Offering Documents. The Firm has broad investment authority
with respect to the Fund and, as such, Investors should consider whether the
investment objectives of the Fund are in line with their individual objectives and risk
tolerance prior to investment.
Side Letters
Dream has entered into side letters and may, in the future, without any further act, vote,
or approval of or notice to any Investor, enter into, amend or terminate side letters or
other similar agreements with one or more Investors. The side letters have the effect of
altering or supplementing terms attaching to the interests as described herein or in the
Offering Documents, or of establishing rights not described herein or therein, with
respect to an Investor that has entered into such side letter or other written agreements
(each a “Side Letter”).
Side Letters can include reductions in management fees or incentive distributions
payable in respect of an Investor’s investment in the Fund, caps or waivers of certain
expenses (including organizational expenses, operational expenses, investment
expenses, specific third-party expenses or other categories of expense), more favorable
liquidity rights, co-investment rights, notice rights, “most favored nation” terms and
other terms that are more favorable than the terms of the Interests held by other
Investors.
D. Dream does not offer any wrap fee programs.
E. As of December 31, 2023, Dream managed $1,126,101,824 in regulatory assets on a
discretionary basis.