ADVISORY BUSINESS
Who is Levin Capital Strategies, L.P.
Levin Capital Strategies, L.P. (“LCS”) provides discretionary or non-discretionary investment
advice and/or management services according to the stated investment objectives, restrictions, and
policies of each LCS investment advisory client (each, a “Client” and together, “Clients”). LCS
serves as an investment adviser with discretionary trading authority over, and also provides
discretionary advisory services to separately managed accounts (“Separately Managed Accounts”),
and a private investment fund (the “Private Fund” or “Fund”). As used herein, “Client” generally
refers to the Private Fund and each beneficial owner of the Separately Managed Accounts. LCS
enters into a written investment management agreement with each of its Clients. LCS maintains
full power and authority to supervise and may make investment decisions on behalf of each
Separately Managed Account and the Private Fund, (each sometimes also referred to as a “Managed
Account” or collectively as, “Managed Accounts”) with and without prior consultation with the
Client.
LCS generally follows a “large-cap” (defined as an issuer’s market capitalization is greater than
seven (7) billion dollars), “bottom-up” value investment strategy and LCS invests Client assets
primarily in equity securities, and both domestic and foreign issuers traded on a U.S. exchange.
Similarly, LCS’s investment decisions and advice with respect to the Managed Accounts are made
in accordance with the applicable Client’s investment objectives and guidelines, as well as any
written or verbal instructions or restrictions provided by the Client to LCS and the information
provided in the Client’s investment management agreement.
With respect to its Separately Managed Accounts LCS follows “long-only” strategies and primarily
invests in equity securities, ADRs/ADSs (including large foreign issuers whose ADRs/ADSs trade
“over-the-counter”), foreign equity securities traded on a foreign or a recognized U.S. exchange,
U.S. Treasury obligations, corporate debt, warrants, convertible securities, and exchange-traded
funds (“ETFs”). The Private Fund typically trades options, futures contracts, and SWAPS
(primarily Equity SWAPS but can engage in “contract for differences”) as well as participating in
initial public offerings and secondary offerings.
IRA and IRA Rollover Recommendations
For purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE
2020-02") where applicable, we are providing the following acknowledgment to you. When we
provide investment advice to you regarding your retirement plan account or individual retirement
account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income
Security Act and/or the Internal Revenue Code, as applicable, which are laws governing
retirement accounts. The way we make money creates some conflicts with your interests, so we
operate under a rule that requires us to act in your best interest, and not put our interest ahead of
yours. Under this rule's provisions, we must:
• Meet a professional standard of care when making investment recommendations (give
prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give
loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest.
We benefit financially from the rollover of your assets from a retirement account to an account
that we manage or provide investment advice, because the assets increase our assets under
management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when
we believe it is in your best interest.
LCS also manages on a discretionary basis the accounts of certain family members, affiliates and
affiliates of family members of LCS personnel, and those personnel providing services to LCS
pursuant to a services agreement with Easterly Investment Partners LLC (“EIP”). Please refer to
Item 10, “Services Arrangement with Easterly Investment Partners LLC.”
LCS also provides investment management services to a Private Fund that is organized under the
laws of the State of Delaware and offered to investors on a private placement basis. In connection
with providing investment management services, LCS has been appointed as investment adviser
with discretionary trading authorization. Additional detailed information about LCS is provided in
this Brochure, including information about LCS’s advisory services, investment approach,
personnel, affiliations and brokerage practices.
This Brochure generally includes information about LCS and its relationships with its Clients and
affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information
included herein applies to specific Clients or affiliates only. This Brochure does not constitute an
offer to sell or solicitation of an offer to buy any securities of the Private Fund described herein.
The securities of the Private Fund is offered and sold only by means of a confidential offering
memorandum on a private placement basis under exemptions promulgated under the Securities Act
of 1933, as amended (the “Securities Act”), and other exemptions of similar import under U.S.
state laws and the laws of other jurisdictions where any offering may be made. The securities
for
the Fund is offered on a private placement basis, pursuant to Section 3(c)(7) of the Investment
Company Act of 1940, as amended (the “Company Act”), to persons who are “accredited
investors” as defined under the Securities Act and, if applicable, “qualified purchasers” as defined
under the Company Act, and subject to certain other conditions, which are set forth in the offering
documents of the Private Fund. Persons reviewing this Brochure should not construe this as an
offer to sell or solicitation of an offer to buy the securities of the Fund described herein.
Brief History
LCS, a Delaware limited partnership, commenced its operations in December 2005-January 2006.
LCS primarily offers three (3) strategies: (1) a “long-only” Large-cap value biased investment
strategy which focuses on U.S. traded securities; (2) a “SPAC” (Special Purpose Acquisition
Company) only investment strategy and (3) a short/long alternative strategy. The Large-cap value
strategy may include mid-cap or smaller issuer cap securities LCS believes are suitable for managed
accounts.
The “long-only” investment strategies may have variations of investment styles and investment
objectives based on the Client’s investment strategy, concentration; diversification through the
number of portfolio holdings and sectors, criteria, investment restrictions, portfolio concentration,
tax status, time horizon and risk tolerances. These types of strategies may be a concentrated style
having fewer holdings with higher or lower capital weightings than those Clients following a more
diversified strategy. A concentrated strategy may have additional risks including higher volatility
and increased loss of capital than a more diversified strategy, and a diversified strategy may result
in higher or lower returns than a concentrated portfolio. Additional risk factors are disclosed in
Item 8, “Risk of Loss.” These strategies may be managed on a taxable and non-taxable basis. Non-
taxable accounts may trade more frequently and may hold different portfolio securities from taxable
accounts as taxable considerations may weigh in the investment decision process. In addition to the
direct analysts employed by LCS, John Levin also has access to the EIP research team, pursuant to
the services agreement with EIP. The research teams’ (including EIP) knowledge is leveraged
across all LCS’ strategies which are based on the same value orientated, bottom-up fundamental
research and feature a commitment to capital preservation, downside protection, and controlled
volatility.
LCS currently offers a SPAC-only investment program where LCS will invest only in those
securities considered to meet the SPAC definition. A SPAC has no operating history, is holding
cash, near cash, or U.S. Treasury obligations in a trust earning interest usually have a two (2) year
life before the IPO proceeds are distributed back to shareholders with interest. The primary purpose
of the SPAC is to engage in an event-driven strategy primarily to merge with a non-public private
company that has an operating history where the SPAC sponsors believe taking a private company
public will be desirable for their SPAC shareholders. LCS will usually invest in a SPAC’s initial
public offering price, however, LCS has discretion to invest secondarily traded SPAC securities if
the SPAC is below their public offering price, priced below the SPAC’s anticipated final
redemption value, or LCS believes the SPAC has potential consummating a desirable transaction.
Ownership
John A. Levin and related entities 100.0%
John A. Levin controls LCS through Levin Capital Strategies, GP, LLC, where John A. Levin is
the managing member. The 2005 GRAT Separation Trust is the majority owner of LCS along with
John A. Levin and Elisabeth Levin. Elisabeth Levin, the wife of John Levin, is also the trustee of
the 2005 GRAT Separation Trust.
The descriptions set forth in this Brochure of specific advisory services that LCS offers to Clients,
and investment strategies pursued, and investments made by LCS on behalf of its Clients, should
not be understood to limit in any way LCS’s investment activities. LCS may offer any advisory
services, engage in any investment strategy and make any investment, including any not described
in this Brochure, that LCS considers appropriate, subject to each Client’s investment objectives
and guidelines. The investment strategies LCS pursues are speculative and entail substantial risks.
Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the
investment objectives of any Client account(s) will be achieved.
LCS’s investment decisions and advice with respect to the Fund are subject to the Fund’s
investment objectives and guidelines, as set forth in its offering documents. Similarly, LCS’s
investment decisions and advice with respect to each Client are subject to each Client’s investment
objectives and guidelines, as set forth in the Client’s investment management agreement, as well
as any written or verbal instructions provided by the Client to LCS.
Wrap Fee Programs
LCS does not currently participate in any Wrap Fee Programs.
Management of Client Assets
LCS manages Client assets on a discretionary basis. The chart below sets forth the amount of net
assets under management as of December 31, 2023:
U.S. Dollar Amount Total Number of Accounts
Discretionary assets $1,054,152,237 260
Non-discretionary assets $0 0
Total: $1,054,152,237 260