CIS is a Delaware limited liability company that is owned by Chilton Trust, Inc., a Florida
corporation that is under common control with Chilton Investment Company, Inc.
(“Chilton”). As part of a corporate reorganization effective as of 1 May 2022, Chilton
assumed the investment advisory business and registration of its affiliate, Chilton
Investment Company, LLC. Chilton is a Delaware limited liability company that has been
registered with the SEC as an investment adviser since June 2005 when it assumed the
registration of its majority owner, Birchwood Investment Company, Inc. (“Birchwood”),
previously named Chilton Investment Company, Inc., which had been registered with the
SEC as an investment adviser since January 2004. Birchwood is a Delaware corporation
that was founded in July 1992 by Richard L. Chilton, Jr. and is controlled by Mr. Chilton. Mr.
Chilton is the Chairman, Chief Executive Officer and Chief Investment Officer-Equities of
CIS.
CIS, together with Birchwood and their affiliates, is a global investment management firm
that aims to produce superior investment returns by aggressively seeking capital
appreciation in rising markets and preserving capital in declining markets. CIS takes a long-
term investment perspective and endeavors to maintain a focused, disciplined portfolio
that consistently generates profits for clients over time.
CIS manages the assets of several private investment funds that generally are structured as
U.S. limited partnerships or corporations (collectively, the “CIS Funds”). Each CIS Fund’s
offering documents (as amended and supplemented from time to time, the “Offering
Materials”) set forth the investment guidelines and/or the types of investments in which
the assets of such CIS Fund may be invested. These investment guidelines and restrictions
are not tailored to the needs or risk profiles of the investors in such CIS Funds.
CIS also manages the fixed income and equity investments of managed accounts pursuant
to an investment management agreement with the account holder (each, a “Direct Managed
Account”) or pursuant to an investment management agreement with an adviser to the
account holder that has discretion to delegate the investment management of the account
holder’s assets to CIS on a sub-advisory basis (each, a “Sub-advised Managed Account”). An
owner of a CIS Managed Account (as defined below), or its authorized representative such
as a financial advisor or a similar wealth management representative, generally will select
from a menu of CIS equity and fixed income investment strategies to create client-specific
investment guidelines, which may also include certain restrictions or limitations as agreed
with such client. In addition, pursuant to a services agreement between CIS and Chilton
Trust Company, National Association (“Chilton Trust”) – a special purpose, trust-only
national association regulated by the United States Treasury’s Office of the Comptroller of
the Currency – Chilton Trust has delegated to CIS responsibility for providing investment
management, tailored asset allocation advice, recommendations with respect to
investments in alternative asset classes on a non-discretionary basis, trading, family office,
tax advisory, and certain front, middle and back office services in respect of Chilton Trust’s
private wealth management clients (all such accounts, the “Chilton Trust accounts,” and
together with the Sub-advised Managed Accounts and the Direct Managed Accounts, the
“CIS Managed Accounts”). Chilton Trust accounts to which CIS provides investment
advisory services via delegation under the services agreement are managed similarly to the
Direct Managed Accounts insofar as the Chilton Trust account client, or its authorized
representative, generally will select from a menu of CIS equity and fixed income strategies
to create client-specific investment guidelines, which may also include certain restriction
or limitations as agreed with such client.
In connection with its services agreement with Chilton Trust, CIS also provides tailored
asset allocation advice and recommendations for certain Chilton Trust accounts with
respect to investments in alternative asset classes or with external asset managers. In such
cases, CIS typically provides a recommendation to the client (or its designee) regarding a
particular external manager and the client ultimately determines whether to follow such
recommendation. In such cases, the client is responsible for completing the applicable
documentation to effect or terminate the investment and CIS does not have discretionary
authority to take the particular action recommended. In connection with providing such
recommendations, CIS shall specify to the client whether investment due diligence and/or
operational due diligence was performed and whether such due diligence shall be
performed on an ongoing basis. Typically, CIS only provides operational due diligence on a
select list of external managers that are designated on a “recommended list” and are
specifically stated as such to the
client.
Additionally, CIS has been selected by Morgan Stanley Smith Barney LLC (“MSSB”) to
provide portfolio management services on a discretionary basis to certain accounts that
participate in the fixed income strategy of MSSB’s Global Investment Solutions Program
(the “GIS Program”), a wrap fee program. As of November 11, 2016, accounts following the
GIS Program were transferred to the Select UMA program, a wrap fee program also
sponsored by MSSB (the “UMA Program”). MSSB, the UMA Program sponsor, or its
delegates, provide consulting, custody, brokerage and performance reporting services to
the UMA Program (formerly GIS Program) participants. Each account in the UMA Program
that is managed by CIS (each, a “UMA Account”) is managed in accordance with model
guidelines, which may be customized by MSSB and CIS in consultation with each UMA
Account owner (or its authorized representative) based on such UMA Account owner’s
financial situation, investment and diversification objectives, risk tolerance levels and other
reasonable restrictions. In connection with their participation in the UMA Program, the
UMA Accounts pay a comprehensive asset-based fee to MSSB and MSSB remits a portion of
such asset-based fee to CIS as compensation for its portfolio management services. As
described in Item 5, UMA Accounts may be subject to additional fees and charges in
connection with the UMA Program (similar to the GIS Program). The fees that CIS receives
in connection with managing the UMA Accounts may be more or less than the fees it
receives for managing other similar accounts outside the UMA Program. CIS is not
responsible for and does not attempt to determine whether the UMA Program fixed income
strategy or strategies selected by each UMA Account owner are advisable for such UMA
Account owner. Instead, CIS is responsible for executing transactions for each UMA
Account that CIS determines are appropriate for the applicable fixed income strategy or
strategies (taking into account, if relevant, any reasonable restrictions imposed by a UMA
Account owner (or its authorized representative) and agreed to by CIS and MSSB). CIS
provides discretionary investment management services on a sub-advisory basis to other
wrap fee programs (and therefore wrap fee sponsors other than MSSB). All such other
wrap fee programs operate similarly to the UMA Program, although the UMA Program
represents a material portion of CIS’s sub-advisory assets.
As described above, the UMA Accounts and the CIS Managed Accounts may be managed
differently from the CIS Funds to the extent that they are managed in accordance with
strategy guidelines which may be customized for each UMA Account or CIS Managed
Account owner. This is true even in instances when the applicable CIS Managed Account is
following a strategy similar to a particular CIS Fund. Further, while the strategy guidelines
provide parameters within which the UMA Accounts or CIS Managed Accounts will be
invested, CIS will select securities for the applicable account within such parameters, in its
sole discretion, based on market availability. Therefore, even two UMA Accounts or two
CIS Managed Accounts subject to the same guidelines may not be invested in the same
securities at any particular time and may have performance that differs. UMA Account and
CIS Managed Account owners that impose restrictions on the management of their
accounts should be aware that their restrictions can limit CIS’s ability to act and, as a result,
their performance may differ from other UMA Accounts or CIS Managed Accounts in the
same strategy or subject to the same strategy guidelines which do not impose any
restrictions. Further, it may take up to several months to fully invest a new UMA Account
or CIS Managed Account funded in cash based on, among other things, market availability.
CIS does not act as a sponsor of any wrap fee program. Additional information about the
UMA Program is available in its disclosure document (the “Morgan Stanley Smith Barney
Wrap Fee Program Brochure”) which is provided to UMA Account owners and prospective
UMA Account owners. UMA Account owners are urged to carefully review the Morgan
Stanley Smith Barney Wrap Fee Program Brochure for additional information about the
UMA Program.
CIS’s “Client Accounts” are comprised of the CIS Funds, the CIS Managed Accounts (which
include the Chilton Trust accounts indirectly via the services agreement with Chilton
Trust), and the UMA Accounts. CIS has delegated to Chilton pursuant to a services
agreement the responsibility for providing certain supporting services in respect of CIS’s
Client Accounts.
Please see Item 8 for a more detailed description of the primary investment strategies
pursued by the various Client Accounts.
As of December 31, 2023, CIS had approximately $5.9 billion in assets under management.
1
1 Please note that this figure represents regulatory assets under management as reported in Form ADV Part 1.