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Adviser Profile

As of Date 05/01/2024
Adviser Type - Large advisory firm
Number of Employees 84 12.00%
of those in investment advisory functions 40 -14.89%
Registration SEC, Approved, 3/8/2022
AUM* 379,668,538 39.79%
of that, discretionary 379,668,538 39.79%
Private Fund GAV* 379,668,538 63.17%
Avg Account Size 126,556,179 -6.81%
SMA’s No
Private Funds 3 1
Contact Info 214 xxxxxxx
Websites

Client Types

- Pooled investment vehicles

Advisory Activities

- Portfolio management for pooled investment vehicles

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Recent News

Reported AUM

Discretionary
Non-discretionary
272M 233M 194M 155M 116M 78M 39M
2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypeReal Estate Fund Count3 GAV$379,668,538

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Brochure Summary

Overview

The Management Company, a Delaware limited partnership and a registered investment adviser, and its affiliated investment advisers provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. The Management Company commenced operations in March 2019. The Management Company’s clients include parallel funds, Dalfen Industrial Fund V, LP (“DLMI V”), Dalfen Last Mile Industrial Fund V-A LP (“DLMI V-A”), and Dalfen Industrial Ashrei Fund V, LP, (“Ashrei V” and together with DLMI V and DLMI V-A, “Fund V”), and Dalfen IOS Fund LP ( “IOS”) each a Delaware limited partnership (each, a “Fund,” and collectively, together with any future private investment fund to which the Management Company and/or its affiliates provide investment advisory services, the “Funds”). The Management Company also advises one legacy investment vehicle that holds real estate assets and with respect to which it does not have regulatory assets under management. Dalfen Industrial Fund V GP, LP and Dalfen IOS Fund GP LP (together with any future general partners that may be formed from time to time, each a “General Partner,” and together with the Management Company and their affiliated entities, “Dalfen” or the “Advisers”), are affiliated with the Management Company and serve as general partners to Fund V or IOS Funds, respectively. Each General Partner is subject to the Advisers Act pursuant to the Management Company’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with the Management Company. The Funds are private investment funds and invest through negotiated transactions in operating entities, generally referred to herein as “properties.” Dalfen’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. From time to time, where such investments consist of properties, the senior principals (the “Principals”) or other personnel of Dalfen or its affiliates generally serve on the respective boards of directors of such properties (or certain joint ventures or holding vehicles thereof) or otherwise act directly or indirectly to influence control over management of properties in which the Funds have invested. Dalfen’s advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), limited partnership or other operating agreements of the Funds (each, a “Partnership Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Funds participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between Dalfen and any investor. The Funds or the General Partners generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Additionally, from time to time and as permitted by the Governing Documents, Dalfen expects to provide (or agree to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, Dalfen’s personnel and/or certain other persons associated with Dalfen and/or its affiliates. Such co-investments typically involve investment and disposal of interests in the applicable property at the same time and on the same terms as the Fund making the investment. However, from time to time, for strategic and other reasons, a co- investor or co-invest vehicle (including a co-investing Fund) is expected to purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in the property (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally will occur shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment. Where appropriate, and in Dalfen’s sole discretion, Dalfen reserves the right to charge interest on the purchase to the co- investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. Each of the Funds relies upon and qualifies for an exclusion from the definition of “investment company” as set forth in Sections 3(c)7 or 3(c)(5)(C) of the Investment Company Act of 1940, as amended. Dalfen Industrial Ashrei Fund V, LP qualifies for and relies on Section 3(c)(5)(C) and therefore does not constitute a “private fund” for purposes of the Adviser’s Act, Form ADV, or Form PF. Assets under management including all Funds as of December 31, 2023 were approximately $379 million. Dalfen is controlled by Sean Dalfen.