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.