ITEM 5 - TYPES OF CLIENTS ..................................................................................... 11 ITEM 6 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ............................................................................................................................. 11 Additional Risks .............................................................................................................. 13 ITEM 7 - DISCIPLINARY INFORMATION ................................................................ 18 ITEM 8 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ... 18 ITEM 9 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT .......... 19 TRANSACTIONS AND PERSONAL TRADING ........................................................ 19 Code of Ethics ............................................................................................................. 19 Participation or Interest in Client Transactions ........................................................... 20 Related Party Transactions .......................................................................................... 21 ITEM 10 - BROKERAGE PRACTICES ........................................................................ 21 ITEM 11 – REVIEW OF ACCOUNTS .......................................................................... 22 Review of Investment Portfolios ................................................................................. 22 Review of Investor Complaints ................................................................................... 22 Terrorist Activities and OFAC Review ....................................................................... 22 Reports to Investors ..................................................................................................... 22 Privacy Notice ............................................................................................................. 22 ITEM 12 - CLIENT REFERRALS AND OTHER COMPENSATION ......................... 23 ITEM 13 - CUSTODY .................................................................................................... 23 ITEM 14 - INVESTMENT DISCRETION ..................................................................... 24 ITEM 15 - VOTING CLIENT SECURITIES ................................................................. 24 ITEM 16 - FINANCIAL INFORMATION .................................................................... 24 ITEM 2 – ADVISORY BUSINESS General Description of Advisory Firm Hampshire Investment Management Company, LLC (“HIMCO”), headquartered in Morristown, New Jersey, is a privately held independent real estate investment advisory firm. HIMCO HGF I, LLC (“HGF I”) and FIMCO, LLC (“FIMCO”) are independent advisory firms providing investment advisory services to private real estate funds, are under common control with HIMCO and share personnel and offices with, and are supervised by HIMCO. HIMCO is including HGF I and FIMCO as relying advisers on its Form ADV pursuant to this umbrella filing. HIMCO, HGF I, and FIMCO are collectively referred to as the “Firm” or the “Adviser”. The principal owner of the Adviser is The Hampshire Companies, LLC (“Hampshire”). The majority owner of Hampshire is Dehart Avenue Associates L.P., a New Jersey limited partnership, which is principally owned by James E. Hanson II. The Adviser’s registration as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”) became effective on November 28, 2011. Hampshire has more than 45 years of experience in acquiring, developing, leasing, repositioning, managing, financing, and disposing of real estate. The Adviser provides discretionary investment management services and serves as an investment adviser to closed-end and open-end pooled investment vehicles (each a “Fund”) and direct investment vehicles also structured as special purpose vehicles (each a “DIV”) and herein referred to each as a “Fund” or collectively, the “Funds”. The Funds are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(1) or 3(c)(7). The Adviser also provides investment advisory services to three funds that rely on the 3(c)(5)(C) exemption from registration under the Investment Company Act (each a “3c5 Fund”, and collectively with the Funds, “Clients”). Interests in the Clients are privately offered only to eligible investors and these interests are offered under the private placement exemptions provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder. The individuals and other persons that invest in the Advisers’ sponsored Funds are generally referred herein as “investors.” Unless otherwise expressly stated herein, the term “Fund” does not include investors. Affiliates of the Firm serve as the general partners or managing members to the Clients. Such general partners and managing members may also organize associated private real estate investment trusts (“REITs”) which invest and hold interests in the Funds. Clients are managed in accordance with the investment objectives described in their respective offering documents and are not tailored to any particular investor. Information about each Client can be found in its offering documents, including its Confidential Private Placement Memorandum or Limited Partnership Agreement, as applicable (the “Governing Documents”). Each Client (other than DIVs) has a set of specific guidelines which are set forth in the Governing Documents of the applicable Client. These guidelines may provide for limits on the size, concentration, geography, type of asset and/or terms of the Client’s investments. The Firm designs a strategy for each Client that is consistent with these guidelines and restrictions. DIVs raise funds for a specified investment opportunity, as identified in each DIV’s Private Placement Memorandum. The individual needs of the investors in the Clients are not the basis of investment decisions by the Firm. Investment advice is provided directly to the Clients by the Firm and not individually to the Client’s investors. As such, these individual investors are not advisory clients of the Firm and do not impose restrictions on how the Firm invests within the Clients. The Firm enters into an investment advisory contract with Clients to manage the investments of such Client (the “Advisory Contract”). Pursuant to the Advisory Contracts, the Firm has discretionary authority with respect to such investments, including, without limitation, the authority to evaluate, monitor, exercise voting rights and take other appropriate action with respect thereto. The Firm requires full compliance with all laws and regulations governing the provision of advisory services to Clients, including Rule 206(4)-7 under the Advisers Act. Advisory Services The Firm provides ongoing portfolio management and reporting services to the Clients and their investors, including, without limitation:
• confirming that each proposed real estate investment meets the applicable Client’s investment criteria;
• preparing asset management and portfolio-level plans for each Client;
• preparing portfolio-wide analysis and reports;
• performing internal valuations of all investments at least annually and adopting procedures for such valuations;
• making recommendations as to the retention or disposition of investments; and
• providing periodic status reports to the Client’s investors, informing them of acquisitions or dispositions of investments by such Client and other material developments affecting such Client. The Firm also assists the Clients in making real estate related investments and focuses on the following commercial real property types: industrial, office (suburban and medical), retail, multifamily, multifamily with mixed use retail, hospitality, self-storage facilities, and land for development. The Clients effect these investments through equity interests in real estate, real estate debt instruments, and real estate investment trusts, among other structures. The Clients also may invest in joint venture opportunities with other venture partners who may receive an incentive or promoted interest in the investment. In general, the Firm seeks to create value by re-tenanting, developing, re-developing, or otherwise repositioning the assets owned by each Client. HIMCO utilizes an Investment Management Committee to review and approve transactions as part of its investment process. The Clients’ management teams and the Investment Management Committee also evaluate the market value of the real estate assets held by the Clients on a periodic basis, and at least annually. The factors and methods considered during the valuation process include (but are not limited to):
• Replacement cost plus investment amount
• Stage of the property if in transition;
• Discounted cash flow analysis;
• Net operating income, capitalization rate and discount rate;
•

Sales comparables;
• Local market environment;
• Age of the most recent appraisal;
• Agreement of sale;
• Capital structure including debt payments/repayment;
• Attributes to distressed debt investments including credit risk, interest rate risk and time;
• Current interest rate environment; and
• Changes in the asset such as re-measuring, entitlements, etc.
• New lease/change in tenant(s) As of December 31, 2023, the Firm has $962,922,707 of assets under management on a discretionary basis, and $0 of assets under management on a non-discretionary basis. ITEM 3 - FEES AND COMPENSATION The Advisory Contract governs the relationship between the Firm and each Client, including the fees that each Client pays the Firm for investment advisory services. Advisory Fee Certain Clients pay an advisory fee, asset management fee and/or management fee (herein referred to as the “Advisory Fee”) which is based on a percentage of either net asset value and/or capital commitments and contributions for each Client as described in the respective Client’s Governing Documents. The exception to the Advisory Fee calculation is for The Hampshire Generational Fund (“HGF”), for which the Advisory Fee is equal to one and one quarter percent (1.25%) per annum of the Equity Value of the “Y” Investment Pool. In addition, HGF has an investment in the United Hampshire US Real Estate Investment Trust (“UHREIT”). An affiliate of HIMCO receives a portion of the Advisory Fee received by the UHREIT manager (as more fully discussed in Item 10). To the extent that the Advisory fees paid by HGF to HIMCO each quarter are attributable to HGF’s investment in the UHREIT, HGF reduces its fee paid to HIMCO for the current quarter. The fee paid by HGF to HIMCO is reduced by HGF’s share of the fee paid by the UHREIT to the UHREIT Manager based on HGF’s ownership percentage of the UHREIT. There are occasions when Client Funds invest in affiliated Client Funds and/or DIVs. In such cases, HIMCO reduces the basis of the investing Client Fund and/or DIV by the current net asset value of the investment made in an affiliated Client Fund and/or DIV when calculating the quarterly Advisory Fee. HGF has an investment in The Hampshire Legacy Fund LLC (“HLF”) and Series V Holdco LLC, the Managing Member of Hampshire 2017 Self Storage Investment Series V LLC (“Series V”). To the extent that the Advisory Fees paid by HGF to HIMCO each quarter are attributable to HGF’s investment in HLF and Series V, it reduces its fee paid to HIMCO for that quarter. The fee paid by HGF to HIMCO is reduced by HGF’s share of the fees paid by HLF and Series V based on HGF’s ownership percentage of HLF and Series V. In addition, HLF has an investment in The Hampshire Net Lease Fund, LLC (“NLF”). To the extent that the management fees paid by HLF to FIMCO each quarter are attributable to HLF’s investment in NLF, it reduces its fee paid to FIMCO for that quarter. The fee paid by HLF to FIMCO is reduced by HLF’s share of the fees paid by NLF based on HLF’s ownership percentage of NLF. Advisory Fees are paid either in advance or in arrears and are deducted from the respective Client’s account. Advisory Fee installments for any period other than a full calendar quarter are adjusted on a pro rata basis according to the actual number of days elapsed. The Firm refunds any pre-paid Advisory Fees that have not been earned at the termination of a contract with a Client. However, when returning such fees, the Firm may deduct certain accrued expenses. The Advisory Fee is not inclusive of all the fees which a Client’s investors may bear. In addition to the Advisory Fee, and pursuant to a Client’s Governing Documents, the Firm generally retains an affiliate, for a fee, to provide real-estate related services which is specific to the investment strategy and plan for the real-estate assets held by the Client. Such services can include property management, administrative, accounting, construction management, construction oversight, development, tenant improvement oversight, acquisition, disposition, financing, and leasing. The services provided may vary by Client and real-estate property and are described in each particular Client’s Governing Documents. Shared Infrastructure Costs As described in certain Client Governing Documents, the Client shall be responsible for certain costs and expenses charged by departments and/or affiliates of the Adviser that assist with the acquisition, carrying, and disposition of investments, including, without limitation, regulatory support, risk management, allocation of costs and litigation management to the extent such costs and expenses are for work done on Client matters. Such costs and expenses include without limitation, expenses of compensation, benefits, support staff (e.g., paralegals and administrative assistants), rent and related expenses, communications, information technology, insurance, title insurance, human resources, recruiting costs, and other indirect and incidental expenses, which are allocated to the Client. Such in-house departments are an alternative to the outsourcing of legal, accounting and insurance services to top tier firms. There is no mark-up for the services of such departments, which are provided at cost (equity award compensation may be taken into account in determining allocable compensation) and that would otherwise be payable to a third-party provider in connection with providing such services. Costs and expenses of the accounting, legal, and insurance departments and/or affiliates are allocable to the Client and any other specified entities (including, without limitation, predecessor entities) in accordance with the services provided. Insurance The parent company of the Adviser, Hampshire, has purchased, and/or bears premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance under a master policy arrangement to insure Hampshire, each Client and each Client asset/location, the Adviser, all affiliates and/or their respective directors, officers, employees, agents, representatives and other indemnified parties, against liability in connection with the activities of the Clients. The cost includes a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by Hampshire that covers Hampshire, each Client and all the parties named above (including their respective directors, officers, employees, agents, representatives and other indemnified parties). The Adviser will provide current asset values and make judgments about the appropriate coverage for each location. The insurance agent will provide quotes from multiple carriers to the Firm’s insurance committee, and it is in the Firm’s discretion to select the most suitable carrier based on recommendations from the insurance agent. The allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among Hampshire and the Clients are determined by the insurance carrier based on the values, coverages requested, property types, construction type and location, among other factors determined by the carrier. The Firm may make updated adjustments on coverages for locations should it determine subsequently that such corrections are necessary or advisable and based on changes that may occur for such locations. There can be no assurance that using a different insurance carrier or different coverages would not result in the Client bearing less (or more) premiums, fees, costs, and expenses for insurance. Other Fees and Compensation Any affiliate-provided services will be provided at reasonable rates which are no less favorable than would customarily be charged by a third party. The Firm conducts a market rate fee analysis to benchmark what would be considered market rate. This benchmark is used to evaluate the reasonableness of the fees being charged. The Firm, if deemed in the best interest of the real-estate property, will engage third parties to provide any such services in lieu of having them provided by affiliates. Such costs shall be Client expenses to the extent set forth in the Client’s Governing Documents. In addition, the Client investors bear indirectly a variety of expenses associated with the formation, organization and operation of, and if applicable, sale of interests in, the Client, including, without limitation:
• amounts payable by the Client in connection with borrowing activities (including borrowings from affiliated entities and investor loans);
• expenses relating to the evaluation, acquisition, ownership, leasing, operation, maintenance, improvement, development, renovation, sale, hedging or financing of the Fund’s real estate investment(s);
• fees, costs and expenses in connection with the investigation and monitoring of investment opportunities;
• legal and accounting expenses;
• auditing expenses;
• appraisal and valuation expenses;
• taxes payable by the Fund; and
• damages and other litigation expenses. No supervised person of the Firm is compensated for the sale of securities or investment products. Each Client’s Governing Documents includes further details on fees, compensation and related matters. The General Partner or Managing Member of each Client receives a portion of the cash proceeds otherwise distributable to investors as a performance incentive or carried interest, based on realized gains. This is allocated and distributable to the General Partner or Managing Member only when specific conditions are met, including the return of all capital contributed to the applicable Client by investors and, to the extent provided in the Client’s Governing Documents, the receipt of a preferred return on such amounts. The Firm will structure any performance or incentive fee or allocation (the “carried interest”) arrangements to comply with Section 205(a)(1) of the Advisers Act to the extent applicable. The fact that the Firm’s affiliate is, in part, compensated based on the performance of a Client may create an incentive for the Firm to make investments or take actions on behalf of such Client that are riskier or more speculative than would be the case in the absence of the performance-based compensation arrangement. The Firm manages each Client in accordance with the investment strategy disclosed in such Client’s offering materials to help ensure that investors are aware of the investment strategy and the risks associated with the strategy. The Clients’ respective Governing Documents contain further details regarding the performance incentive, and risk and strategy with respect to the applicable Client. The Adviser maintains a governance structure to monitor for potential conflicts of interest that may arise from such investment allocations. Investment allocations must be reviewed, vetted, and approved by the Investment Management Committee.