A. Description of the Firm
Hillcrest Finance, LLC, Hillcrest Credit and Income Fund II Manager, LLC, Hillcrest EQT
Manager LLC, and Hillcrest Enhanced Yield & Income Fund I Manager (collectively with the
related activities of our affiliates referred to as “Hillcrest” or the “Firm”), founded in 2013,
is a New York City-based, real estate investment management firm focused on investing in
middle-market U.S assets through all phases of the economic cycle and delivering risk-
adjusted returns to its investors. The Firm's leadership team offers years of experience in
originating, acquiring, financing, operating, developing, leasing, managing, and selling real
estate and real estate-related investments across multiple economic and real estate
investment cycles dating back to the mid-1980s. Through these vehicles, the Firm has
made equity and debt investments in office and office related uses, industrial, hotel, retail,
residential, and mixed-use properties.
Kathleen Corton and Sharon Ann Miller are the managing partners/principals of Hillcrest
and together hold the controlling equity interests in the Hillcrest advisers. Additional
information about Hillcrest’s structure is provided on Part 1 of Form ADV which is available
online at www.adviserinfo.sec.gov.
B. Types of Advisory Services
Hillcrest specializes in real estate investment advisory and management services. The
Firm is not involved in investments which are not real estate related and will provide real
estate related investment advisory services to investment vehicles set up as private funds
(“Funds”) as well as to investment vehicles established for separately managed accounts
(“SMA” or “IMA”). Together Funds, SMAs, and IMAs are referred to as “Clients’. Hillcrest’s
investment advice is tailored to meet the investment objectives and restrictions of each
Client, as set out in each Client’s investment management agreement and/or, as
applicable, private placement memoranda and limited partnership agreements (together
“Governing Documents”) and, as a general matter, in the case of a Fund vehicle, is not
tailored to the individualized needs of any particular Fund investor. Hillcrest sponsored
Funds are commingled, pooled real estate funds over which Hillcrest maintains broad
investment discretion, subject to certain investment guidelines and restrictions set forth
in the Funds’ Governing Documents and investor side letters. SMAs and IMAs are typically
organized as special purpose vehicles with one principal outside investor and in some
instances, subject to participation by Hillcrest or its affiliates. SMA and IMA account
vehicles have negotiated investment guidelines.
SMAs and IMAs are open to investors with qualifications substantially similar to investors
in the Funds. Each Fund is open for investment only by qualified institutional or high net
worth investors that meet the investor restrictions as set forth in the applicable Fund's
Governing Documents. See Item 8 for more information with respect to the investment
strategies of Hillcrest.
The Funds are not registered as investment companies under the U.S. Investment
Company Act of 1940, as amended (the “Investment Company Act”) and are, therefore,
not
subject to various provisions of the Investment Company Act. Shares or interests in
the Funds are not registered for sale under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and are instead sold to qualified investors on a private placement
basis. The services we provide to a Client, in the capacity as the investment manager,
general partner, and/or managing member, may include:
- organizing and managing an investment vehicle’s business affairs
- acquiring, originating, financing, and disposing of investments
- preparing financial statements and tax related schedules
- providing investor relations functions such as drafting, printing, and distributing
correspondence to existing and prospective investors
Hillcrest’s senior management team, consisting of Kathleen Corton and Sharon Ann Miller
(the “Senior Management Team “), is actively involved in the investment decisions for each
Fund and some SMA/IMA Clients. In the instance of non-discretionary SMAs and IMAs, the
Senior Management Team is not actively involved in the investment decisions of those
Clients. The Senior Management Team assists in developing each Client’s investment
objectives; identifying potential investments which are consistent with each Client’s
investment objectives; evaluating specific real estate investments; analyzing, structuring,
and negotiating investments; providing ongoing asset management of real estate
investments; identifying opportunities to enhance investor return; developing strategy
relative to investment holding periods and dispositions; and overseeing the marketing of
investments identified for sale.
C. Client Tailored Services and Client Tailored Restrictions
Hillcrest manages each Client based on the investment objectives and investment
restrictions set forth in the applicable Governing Documents of each such Client.
Typically, pursuant to the Governing Documents of certain Clients, Hillcrest is prohibited
from investing more than a certain percentage of such Client’s assets in any single
investment. Further, the Firm may enter into side letters with certain limited partners of
the Funds, which, in some instances, impose further restrictions on the Firm’s
discretionary authority. Limited Partners are not investment advisory Clients of the Firm
and do not impose restrictions on how the Firm invests its Funds, other than through
negotiation of the Partnership Agreement, Management Agreement, their subscription
agreement, and side letter, if any.
Substantially all of Hillcrest’s revenues are expected to be related to real estate investment
advisory and management services provided to real estate Clients, SMAs/IMAs, or joint
venture arrangements. Outside of investment advice related to real estate-related
investments, the Firm currently does not offer other investment services.
D. Wrap Programs
Hillcrest does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, Hillcrest had approximately $282,027,808 of real estate
related investments. Of this amount, $108,663,847 is managed on a discretionary basis
and $173,363,961 is managed on a non-discretionary basis.