Amherst Capital is a limited liability company organized under the laws of the State of Delaware.
Amherst Capital is a subsidiary of Amherst Group Holdings, LLC and an indirect subsidiary of
The Amherst Group LLC (“TAG”). Amherst Capital and CREST Fund GP, LLC (collectively,
“Amherst Capital”) are together filing a single Form ADV in reliance on the position expressed in
the January 18, 2012 Response of the Office of Investment Adviser Regulation, Division of
Investment Management to the American Bar Association, Business Law Section.
Amherst Capital was formed in November 2014 and commenced its investment advisory business
in February 2015. Amherst Capital provides both discretionary and non-discretionary investment
advisory services to institutional investors through pooled investment vehicles (private funds),
“funds of one,” SMAs and collateralized loan obligation issuers (“CLOs”), as collateral manager.
Amherst Capital also acts as a sub-adviser to BNY Mellon U.S. Mortgage Fund, Inc., a registered
mutual fund. Investors include sovereign wealth funds, endowments, registered mutual funds and
other institutions. Amherst Capital’s investment advice is generally limited to advice with respect
to investments in mortgage-backed securities and commercial real estate debt.
Amherst Capital provides discretionary investment advisory services to private real estate funds
that are outside of, or excepted from, the definition of an “investment company” under the
Investment Company Act of 1940, as amended (the “Investment Company Act”), including in
reliance on the exceptions provided by Section 3(c)(1), Section 3(c)(5) and/or Section 3(c)(7)
thereof, and whose securities are exempt from registration under the Securities Act of 1933 (the
“Securities Act”), as amended (a “Fund”). In addition, interests in a Fund can be sold to a
“knowledgeable employee” of Amherst Capital within the meaning of Rule 3c-5 under the
Investment Company Act. Funds, CLOs and SMAs that we advise are referred to collectively
herein as “Clients.”
Amherst Capital offers commercial real estate (“CRE”) investment strategies that seek to originate
and invest in non-recourse first mortgage loans, standalone mezzanine loan positions and other
similar subordinate structures, (collectively, the “Loans”). Commercial real estate securing the
Loans is expected to consist primarily of office, retail, multifamily, industrial, mixed-use, and hotel
properties.
A Fund investing in non-recourse first mortgage loans (“CRE Fund”) used leverage as part of its
private mortgage investment strategy and was structured as a limited partnership and the general
partner of the CRE Fund is an affiliate of Amherst Capital. However, the CRE Fund is no longer
making new investments.
As an investment adviser to Clients that invest in CRE Loans, Amherst Capital identifies
investment opportunities and participates in the acquisition, financing, monitoring and disposition
of investments for each Client. Amherst Capital provides investment advisory and management
services to each Client pursuant to a separate investment management agreement (each, an
“Investment Management Agreement”). The terms of the investment advisory services to be
provided to the Client, including any specific investment guidelines or restrictions, will be set forth
in the Client’s Investment Management Agreement.
Amherst Capital advises the Amherst Tactical Opportunities Fund, LP, which will pursue its
investment objective, without limitation, by using a total-return strategy, primarily through
investments (both long and short) in various types of real estate debt and related assets including
U.S. sovereign credit, instruments guaranteed by U.S. agencies, securitized interests in residential
and commercial mortgages, listed equity instruments and U.S. dollar-denominated credit
instruments issued by public and private institutions involved in U.S. real estate markets and
money market instruments (the “Tactical Opportunities Fund”). The general partner of the Tactical
Opportunities Fund is an affiliate of Amherst Capital.
Amherst Capital or its related entities have entered, and anticipate entering, into side letter
agreements with certain investors in one or more Funds. A side letter alters the terms and
conditions of the Fund with respect to that particular investor by, for example, providing the
investor with different or preferential rights or terms, including but not limited to different fee
structures and co-investment rights. Amherst Capital and its related entities have no obligation to
inform any other investor of the terms of any such arrangement or to offer any such additional
rights, terms or conditions, to any other investor in such Fund, except to the extent required by the
organizational or offering documents of the Fund or applicable law. Once invested in a Fund,
investors will generally not be able to impose additional investment guidelines or restrictions on
the Fund. For these reasons, Amherst Capital will not be able to tailor the investment advisory
services provided to a Fund to meet individual investor needs or impose individual investment
restrictions on the investment strategies for underlying investors in a Fund. Investors should
carefully consider whether an investment in a Fund is suitable for them in light of their
sophistication, needs, risk appetite and financial condition.
Amherst Capital also serves as the collateral manager to a CLO. CLOs typically issue rated senior
and mezzanine notes and unrated subordinated notes (referred to collectively herein as the “CLO
Securities”) in private placement transactions to persons who are eligible to purchase such interests
under the Securities Act and the Investment Company Act. As collateral manager to the CLO,
Amherst Capital focuses on making investments that can be expected to generate returns to meet
the CLO’s payment obligations and optimize returns for investors. Amherst Capital manages the
CLO subject to the powers, duties and limitations outlined within the collateral management
agreement entered into between Amherst Capital and the CLO, the indentures governing the CLO
and other relevant CLO constituent documents (“CLO Governing Documents”). Investors in the
CLO should review the relevant offering document, indenture and other constituent documents
pertaining to the CLO for additional information.
Amherst Capital offers investment advisory services for its public mortgage and CRE strategies
through SMAs that are tailored to meet SMA Clients’ individual investment goals and works with
SMA Clients to create investment guidelines mutually acceptable to the SMA Client and Amherst
Capital, which are memorialized in the agreement between Amherst Capital and the Client relating
to the SMA (“SMA Agreement”). When creating investment guidelines, SMA Clients can choose,
with agreement by Amherst Capital, to impose investment restrictions in certain individual
securities or types of securities. SMA Clients who impose investment restrictions might limit our
ability to fully employ the strategy resulting in investment performance that differs from that of
the composite and other Client accounts. Funds of one can be similarly tailored to the investor’s
individual goals.
Amherst Capital also provides certain non-discretionary portfolio analytics and investment
research services to Amherst Residential, LLC, pursuant to a negotiated intercompany agreement
and to institutional investors through SMAs.
As of December 31, 2023, Amherst Capital manages on a discretionary basis $4,357,069,189. As
of December 31, 2023, Amherst Capital manages on a non-discretionary basis $66,950,000.