Private company
Wazee Street Capital Management LLC
Limited liability company registered in the United States, active since 2019. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersGreenwood Village, United States2
- Legal formLimited Liability Company2
- LEI549300HOT2ZMOTAHZB612
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 77136052
Corporate structure
Wazee Street Capital Management LLC is part of a group headed by Wazee Street Capital Holdings LLC. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Wazee Street Capital Management LLC
- Robert Michael Collins Owns 50% to 75% of Wazee Street, since 11/2019 (Form ADV)
- Wazee Street Capital Holdings LLC
- Wazee Street Capital Management LLC Greenwood Village, Colorado, United States
- Rockley Photonics Holdings Ltd Stake · George Town, Cayman Islands
- Wazee Street Capital Management LLC Greenwood Village, Colorado, United States
Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
Wazee Street Capital Management LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$203.4M3 4 accounts, all with discretion
- Employees4 4 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 4 ($203.4M)
- How it is paidA percentage of assets under its management; Performance-based fees; Other: SEE SCHEDULE D - MISCELLANEOUS
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-121924, CRD 159165 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- WAZEE STREET CAPITAL HOLDINGS LLCowns 75% or more, since 11/2019
- Robert Michael Collinsowns 50% to 75% of WAZEE STREET, since 11/2019
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 9/29/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
Founded in 2010, Wazee Street Capital Management LLC (together with its fund general partners (unless otherwise specified), “Wazee Street” or the “Firm”), is a Denver, Colorado based private debt firm investing in corporate distressed securities. Wazee Street serves as the investment adviser for, and provides discretionary investment advisory services to, the following private funds: Wazee Street Opportunities Fund IV LP (“Fund IV”); Wazee Street Opportunities Fund V LP (“Fund V”); WSOF V Splitter LP (“Fund V Splitter”), along with WSOF V Feeder LP, its feeder fund; and Wazee Street Opportunities Fund VI LP (“Fund VI”) (each, a “Fund” and collectively, the “Funds”). Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment decisions on behalf of the Funds. These General Partners are deemed registered under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (“Advisers Act”), pursuant to Wazee Street’s registration in accordance with SEC guidance. The applicable General Partner retains investment discretion and limited partners in the Funds do not participate in the control or management of the Funds. While the General Partners maintain ultimate authority over the respective Funds, Wazee Street has been designated the role of investment adviser. For more information about the Funds and General Partners, please see Wazee Street’s Form ADV Part 1, Schedule D, Section 7.A. and Section 7.B.(1). Wazee Street’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions of such investments. All of the Funds share in the same general investment strategy and objectives. Wazee Street’s investment advice and authority for each Fund is tailored to the investment objectives of that Fund; The Fund investment objectives are described in and governed by, as applicable, the private placement memorandum, limited partnership agreement, subscription agreements, investment advisory agreements, side letter agreements and other governing documents of the relevant Fund (collectively, “Governing Documents”) . The Firm does not seek or require limited partner approval regarding each investment decision. Limited partners generally cannot impose restrictions on investing in certain securities or types of securities, other than through side letter agreements. Limited partners in the Funds participate in the overall investment program for the applicable Fund and generally cannot be excused from a particular investment except pursuant to the terms of the applicable Governing Documents. In accordance with industry common practice, Wazee Street has entered into side letters or similar agreements with certain limited partners, including those who make substantial commitments of capital or were early-stage limited partners in the Funds, or for other reasons in the sole discretion of Wazee Street, in each case that have the effect of establishing rights under, or altering or supplementing, a Fund’s Governing
Documents. Examples of side letters entered into include capacity rights for future funds, coinvestment rights, certain fee arrangements (including revenue sharing arrangements and carried interest sharing), notification provisions, reporting requirements, advisory committee participation and “most favored nations” provisions, among others. These rights, benefits or privileges are not always made available to all limited partners, consistent with the Governing Documents and general market practice. Side letters are negotiated at the time of the relevant limited partner’s capital commitment, and once invested in a Fund, limited partners generally cannot impose additional investment guidelines or restrictions on such Fund. There can be no assurance that the side letter rights granted to one or more limited partners will not in certain cases disadvantage other limited partners. For more information about the potential conflicts of interest posed by certain side letters, please see Item 8, “Strategic Relationships with Certain Limited Partners.” Principal Owners Wazee Street is majority owned by Chief Investment Officer and Founder (“Chief Investment Officer”) Michael Collins. Other investors maintain an indirect minority ownership interest in Wazee Street (but not large enough to be reported on the Firm’s Form ADV Part 1). Such minority investors do not have any authority over the day-to-day operations or investment decisions of Wazee Street as they relate to the Funds and do not maintain a seat on any Fund advisory committees. These investors pay full management fees and full carried interest in the Wazee Street Funds in which they are invested. For more information about the potential conflicts of interest posed by this ownership interest, please see Item 8, “Strategic Relationships with Certain Limited Partners.” Regulatory Assets Under Management As of December 31, 2025, Wazee Street managed approximately $203,367,186 in Fund regulatory assets, all managed on a discretionary basis.
Item 5: Fees and compensation Fees
Wazee Street and its affiliated General Partners are entitled to receive fees and compensation in exchange for advisory services provided to the Funds, including management fees, carried interest and other fees, each as described below. Differences exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses that other Funds charge, or charge them in different amounts. The following is a general description of fees, compensation and expenses of the Funds. Limited partners should refer to the Governing Documents of the applicable Fund for a complete understanding of how Wazee Street is compensated for its advisory services; the information contained herein is a summary only and is qualified in its entirety by such documents. Management Fees Wazee Street charges each Fund a management fee (the “Management Fee”), generally 2% per annum, paid quarterly in advance. Management Fees are initially charged at 2% of the aggregate amount of
capital commitments of the limited partners as of the first day of the fiscal quarter in respect of which the Management Fee is being paid; after the end of the commitment period, the Management Fee is charged at 2% per annum of either the aggregate committed capital or net invested capital, depending upon the Fund. The amount of Management Fees generally will not correspond with fluctuations in a Fund’s net asset value and will not be reduced in connection with any write-downs, except in the case of investments that have been permanently written down. Permanent write-down determinations are made in the discretion of the valuation committee in accordance with the relevant Governing Documents and the Firm’s valuation policy. All Management Fees were negotiated with limited partners during the fundraising period of the applicable Fund and are not subject to negotiation thereafter. Generally, limited partners participating in a subsequent closing after the initial closing of a Fund are responsible for paying the Management Fee as of the date of the initial closing of such Fund as applicable. In addition, Management Fees are payable during term extensions unless otherwise agreed to with limited partners. The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the Management Fee. Management Fees can differ from one Fund to another, as well as among limited partners in the same Fund. Such differences can arise from the size of a limited partner’s commitment to a Fund, different limited partner classes, provisions of side letter agreements or other negotiated terms. Fees are generally waived for Wazee Street employees (including employees investing through a General Partner) and their respective families investing in a Fund (although in each case, these limited partners generally pay their pro rata share of certain Fund expenses). Fund IV is no longer paying Management Fees. Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund to entities or persons acting as a placement agent in connection with the offer and sale of interests in such Fund; (ii) costs incurred by Wazee Street in connection with the organization of a Fund that exceed a limit as specified in the Fund’s Governing Documents; and (iii) 100% of certain supplemental fees and compensation with respect to a portfolio company, including the net amount of cash or noncash (a) set-up or other origination fees in connection with the origination of any portfolio investment, (b) topping or break-up fees in connection with proposed but unconsummated portfolio investments, (c) directors’ or monitoring fees paid by a portfolio company; and (iv) commitment fees in connection with a Fund’s commitment to make a portfolio investment, in each case received by Wazee Street, a General Partner or any of their affiliates (together, “Available Fees”). All such Available Fees received are offset against the Management Fee paid by a Fund net of any related unreimbursed expenses incurred by Wazee Street, a General Partner or any of their affiliates in connection with the transactions out of which such Available Fees arose. For clarity, the following fees do not offset Management Fees, in each case as applicable: (i) any fees received directly or indirectly from a portfolio company, proposed portfolio company or other person, in each case in respect of any limited partner, potential limited partner or Fund in such portfolio company, proposed portfolio company or the capital provided or proposed to be provided thereby or
(ii) fees or other compensation and expense reimbursements received by persons who serve as directors of portfolio companies or who provide direct services to portfolio companies at the request of a General Partner or Wazee Street and who are not employees, officers, members or directors of Wazee Street, a General Partner or any of their respective affiliates. Available Fees are offset against the Management Fees only to the extent of a Fund’s relative ownership (or anticipated ownership) in such portfolio company, measured on a cost basis, and not the portion allocable to any other investor (which could include other Funds, co-investors, third parties, portfolio company management or others) who holds an economic interest in (or, in the case of a transaction not consummated, would have held an economic interest in) the applicable investment. To the extent that an offset credit would reduce a Fund’s Management Fee for a given quarter below zero, the credit will be carried forward for future application against payable Management Fees, and if a credit remains upon dissolution, a payment will be made to limited partners that have not elected to waive such amount for tax or other reasons. Carried Interest Generally, each Fund’s General Partner is entitled to be allocated carried interest (“Carried Interest”) with respect to the Funds, which is generally equal to 20% of realized profits net of all expenses in excess of an 8% compounded preferred return and catch-up provisions. Each Fund’s Carried Interest arrangement is further described in full detail in the relevant Fund’s Governing Documents and more briefly in Item 6, below. Fund Expenses Each Fund is governed by its own Governing Documents, which details a description of expenses for such Fund. While differences exist among Funds, the following is a description of expenses generally charged to each Fund. The Funds will be charged with all costs, fees and expenses of the Funds’ operations (to the extent not reimbursed by a portfolio company) other than expenses of a General Partner (and shall promptly reimburse the relevant General Partner or its affiliates, as the case may be, to the extent that any of such costs, fees and expenses are paid or incurred by such entities), including, without limitation: (i) all reasonable out-of-pocket fees, costs and expenses (to the extent not reimbursed by a portfolio company) incurred in sourcing, pursuing, investigating, underwriting, analyzing, developing, negotiating, structuring, making, acquiring, holding, management, monitoring and disposing of potential or actual portfolio investments (including portfolio investments not consummated, including for which co-investment was contemplated), including, without limitation, financing, legal, travel and related expenses, due diligence, research (including expenses of software used for underwriting and monitoring investments and industry-specific business intelligence and information service providers), insurance, accounting, custodial and safekeeping, advisory, management, consulting, tax and auditing expenses, recordkeeping and other related administrative fees, and any amounts payable to or by third parties (including commitment fees, banking fees or amounts payable to or by any actual or
prospective lenders, investment banks or other financing sources and any deposits or down payments of cash or other property which are forfeited in connection with a prospective or potential investment (to the extent such costs and expenses are not reimbursed by portfolio companies or other third parties or capitalized as part of the acquisition of a transaction); (ii) reasonable brokerage commissions, registration fees and expenses, custodial expenses and other investment costs, fees and expenses (to the extent not reimbursed by a portfolio company) incurred in connection with making, holding or disposing of portfolio investments; (iii) reasonable fees, costs and expenses of attorneys, accountants, tax advisors, auditors, fund administrators, compliance consultants, valuation experts, expert witnesses, service providers, and other advisors and professionals incurred on behalf of the Funds (including, without limitation, legal fees in connection with any legal opinions required to be delivered on behalf of a Fund or its General Partner pursuant to the Governing Documents); (iv) all reasonable and customary administrative expenses incurred in the ordinary course, including the cost of preparing the annual audit, financial statements, capital account statements, tax returns, tax reports and Schedule K-ls or similar schedules for limited partners or the Funds (including an allocation of expenses associated with any software or online data portal used in connection therewith), cash management expenses, depository expenses and routine legal and accounting expenses, regulatory and compliance expenses relating to filings with the Securities and Exchange Commission (including, but not limited to, fees for legal or regulatory advice or submission costs, such as Forms ADV, PF, 13F, 13H, 13G/D, 3, 4 or 5) or other regulatory bodies (including in foreign or local jurisdictions and regulatory expenses of the General Partners and Wazee Street relating to the activities of the Funds); (v) principal, interest on and fees and expenses arising out of borrowings or guarantees made by the Funds, including shortterm financings, including, but not limited to, the costs and expenses incurred in connection with the arranging thereof; (vi) fees, costs and expenses of litigation and indemnification (including any indemnification granted to any third-party placement agent or finder engaged by a Fund or its affiliates (including, for the avoidance of any doubt, a General Partner or its affiliates)) or extraordinary costs, expenses and liabilities (including, without limitation, in connection with any governmental inquiry, investigation or proceeding involving the Funds, including any costs and expenses of discovery related thereto and the amount of any judgments, settlements or fines paid in connection therewith), including all amounts to be paid to an indemnified party pursuant to the Governing Documents; (vii) fees, costs and expenses relating to insurance premiums incurred in connection with a Fund’s activities (including mortgage bond insurance and insurance, including errors and omissions, fidelity, general partner liability, fiduciary, directors’ and officers’ liability, cybersecurity, workers compensation, general liability, travel and related auto, umbrella and similar coverage, covering the General Partners, the General Partner’s affiliates and related entities, Wazee Street and any other person acting on behalf of a Fund or entities related to the Funds with respect to the activities of the Funds); (viii) reasonable expenses associated with dissolving, liquidating, winding-up and terminating the Funds; (ix) taxes, fees or other governmental charges levied against the Funds and all costs and expenses incurred in connection with legal, regulatory or policy compliance, any tax audit, investigation, settlement or review of the Funds or any of their tax returns and Schedules K-1 (and similar schedules); (x) reasonable fees, costs or expenses related to the making of temporary investments; (xi) reasonable fees, costs or expenses related to hedging transactions; (xii) reasonable expenses incurred in
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Strategy The Funds focus on investments in corporate distressed securities, most often publicly traded securities. Wazee Street seeks opportunities where it perceives risk and return to be heavily asymmetric. The Firm believes this asymmetry exists when the risk of loss (both probability and magnitude) is limited by underlying asset or going concern value, coupled with the opportunity for substantial gain as the result of a near-term corporate event. The Firm believes these opportunities occur because markets abhor, and therefore discount, uncertainty. When Wazee Street develops conviction about a given situation where it believes the market cannot, the Firm seeks to capture this discount on behalf of its limited partners. Wazee Street invests only when it believes there is fear and uncertainty surrounding a given situation and, as a result, the price of a security has been driven below its underlying value. Once an opportunity is sourced within this context, it is rigorously analyzed against the following key investment criteria: (1) seek a minimal risk of loss; (2) an opportunity for substantial gain; (3) a near-term corporate event to drive resolution; (4) a lever that will cause that resolution to be favorable to the Firm’s position; and (5) where appropriate, the ability to hedge systematic risk. While all of the Funds share in the same general investment strategy and objectives, Fund V is subject to a restricted trading list on behalf of one of its limited partners. Risks An investment in the Funds involves a high degree of risk, including the risk of a partial or total loss of capital, and limited partners must be prepared to bear capital losses which might result from investments. An investment in the Funds is speculative, illiquid and long-term in nature, and is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Funds. Limited partners should also refer to a Fund’s Governing Documents for a description of the risk factors specific to their Fund. Different or new risks not addressed below will likely arise in the future and, therefore, the following list is not intended to be exhaustive. Risks Related to the Funds and the General Partners Capital Commitment Defaults by Limited Partners. Limited partners in the Funds make capital commitments that can be called at any time during certain prescribed periods. The Funds depend on limited partners fulfilling and honoring their commitments when the applicable General Partner calls capital from them in order to consummate investments and otherwise pay obligations when due. Any limited partner that does not fund a capital call is subject to having a meaningful amount of its existing capital account forfeited in the applicable Fund. However, if limited partners were to fail to honor a significant amount of capital calls, a Fund’s ability to make new or follow-on investments, and to
otherwise satisfy its liabilities when due, could be materially and adversely affected. If one or more limited partners defaults or is excused from an investment, the relevant General Partner is permitted, in addition to other actions, to call additional capital contributions from other limited partners in order to cover the shortfall, but not in excess of such limited partners’ unfunded capital commitments. Repayment of Certain Distributions. In the event a Fund is unable otherwise to meet its obligations, the limited partners will potentially be required to repay to such Fund certain distributions previously received by them, subject to certain limitations set forth in the Governing Documents. Market Conditions. Unanticipated events, such as the 2008 financial crisis in the U.S. and many foreign economies, natural or man-made disasters, political instability, and the outbreak of epidemics or pandemics, can result in an unusually high degree of volatility in the financial markets, both domestic and foreign, and have a material adverse effect on commerce in one or more regions or industries. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions can also be affected by policy changes made by governments or quasi-governmental organizations. Because the situation can be widespread and largely unprecedented, it will likely be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. Key Man Risk. The success of the Funds will depend in large part on the efforts, skill and business contacts of Mr. Collins. Mr. Collins possesses substantial experience and expertise and has strong business relationships with investors and other members of the business community. The loss of Mr. Collins’ services could jeopardize Wazee Street’s ability to raise assets for the Funds and result in fewer investment opportunities or potential competition against the Funds. Through his share of the Carried Interest, Mr. Collins has a financial incentive to continue his involvement in Wazee Street and the Funds; however, no assurance can be provided that Mr. Collins will continue to be associated with Wazee Street. The loss of services of Mr. Collins will likely have a material adverse effect on the Funds’ revenues, net income and cash flows and harm Wazee Street’s ability to realize the Funds’ investment objectives. Dependence on the General Partners. The General Partners will have exclusive responsibility for management and oversight over the Funds’ activities. Except in the limited circumstances set forth in the Governing Documents, limited partners will not be able to make investments or otherwise control management of the Funds. Limited partners will also not have the opportunity to evaluate all of the relevant economic, financial and other information that will be utilized by Wazee Street in its selection of investments, nor to receive the detailed financial information issued by portfolio companies that is available to Wazee Street. The success of the Funds will depend on the ability of Wazee Street to identify and consummate suitable investments and to dispose of investments of a Fund for a profit.
No Current Income; Phantom Income. Each Fund’s investment program should be considered speculative, as there can be no assurance that the General Partners’ assessments of the short-term or long-term prospects of investments will generate a profit. Despite the fact that the bonds purchased by the Firm will often pay a current coupon, which has the potential to provide limited partners with current income, an investment in a Fund is not suitable for prospective limited partners seeking current income for financial or tax planning purposes. Moreover, a limited partner will be required to report and pay taxes on its allocable share of income from a Fund, even though cash will not necessarily be distributed by such Fund. Each limited partner should ensure that it has sufficient cash flow from other sources to pay all tax liabilities resulting from such limited partner’s ownership of its interest. Prospective limited partners should also be aware that they will be subject to various limitations on their ability to deduct their allocable share of Fund losses (or items of loss and deduction). The Funds are permitted to make investments or use leverage that will give rise to unrelated business taxable income. In view of the complexity of the United States federal, state, local and non-U.S. tax aspects of the offering, and given that certain of the tax aspects of the offering are not the same for all investors, prospective limited partners should consult their own tax advisors with specific reference to their own United States federal, state, local and non-U.S. tax situations prior to investing in a Fund. Unspecified Use of Proceeds. A limited partner will not have an opportunity to evaluate for itself the relevant economic, financial and other information regarding the investments to be made by the Funds and, accordingly, will be dependent upon the judgment and ability of the relevant General Partner and Wazee Street in investing and managing the capital of the Funds. No assurance can be given that the Funds will be successful in obtaining suitable investments or that, if such investments are made, the objectives of the Funds will be achieved. Fees and Expenses Can Deplete Limited Partner Assets. Each Fund pays Management Fees, brokerage commissions and other execution and administrative costs whether or not the Fund makes any profits. While it is difficult to predict the future expenses of a Fund, such expenses can represent a substantial percentage of such Fund’s net assets. The expenses vary depending on, among other things, the degree of leverage utilized by a Fund. A Fund must make substantial profits to avoid depletion or exhaustion of its assets from these fees and expenses. Further, the Carried Interest payable to a General Partner, which is based on profits of the respective Fund, creates an incentive for the General Partners to select riskier or more speculative investments than would be the case in the absence of such compensation. Limitations To Transfer Interests in the Funds. Interests in the Funds are not readily marketable and are generally neither redeemable nor transferable without the prior written consent of the relevant General Partner, which can be given or withheld in such General Partner’s sole discretion. Interests in the Funds have not been and will not be registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction and therefore cannot be resold unless
they are subsequently registered under the Securities Act and other applicable securities laws, or unless an exemption from registration is available. It is not contemplated that registration of the interests in the Funds will ever be affected. There will be no public market for interests in the Funds and none is expected to develop. Each limited partner is required to represent that it is a qualified client as well as a qualified investor under applicable securities laws and it is acquiring its interest in investment purposes and not with a view to resale or distribution. Further, each limited partner is required to represent that it will only sell or transfer interests with the prior written consent of the applicable General Partner to a qualified investor under applicable securities laws and in a manner permitted by the Governing Documents and consistent with those laws. Except in extremely limited circumstances, voluntary withdrawals from the Funds will not be permitted. Consequently, limited partners will not necessarily be able to liquidate their investments prior to the end of a Fund’s term and must be prepared to bear the risks of an investment in a Fund for an extended period of time. An investment in a Fund is a long-term commitment. Secondary Transfers of Fund Interests. To the extent that a General Partner has discretion to consent to a transfer of a limited partner interest in a Fund pursuant to the Governing Documents, and subject to any restrictions therein, the General Partner reserves the right to identify one or more persons (including limited partners in one or more Funds or persons that are not limited partners but in the future invest in a Fund) to potentially acquire such interest, and will take into consideration a variety of factors as it deems necessary in exercising its discretion with respect to such a transfer. Long-Term Investment Commitment; No Certainty of Returns. Many of the Funds’ investments are illiquid and no assurances can be made that a Fund will be able to realize such investments at attractive prices or otherwise be able to affect a successful realization or exit strategy. Distressed investments can exhibit considerable volatility in the near-term, as evidenced by the historical investments of the Firm. Consequently, dispositions of such investments can require a lengthy time period prior to sale. Additionally, the Funds are permitted to acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act, or in accordance with Rule 144 promulgated under the Securities Act or some other exception or exemption from registration. There can be no assurance that private purchasers can be found for a Fund’s investments. Each Fund Will be Required to Indemnify its Respective General Partner and Such Indemnification is Payable from the Assets of Such Fund. The Governing Documents limit the circumstances under which Wazee Street, its affiliates and certain other persons can be held liable to a Fund or its limited partners. As a result, limited partners generally have a more limited right of action in certain cases than they would in the absence of such a contractual limitation. The relevant provisions of the Governing Documents are not intended to imply a release of Wazee Street, its affiliates or such other persons from any legal obligations that are not permitted to be waived as a matter of applicable law. The Funds will be required to indemnify the foregoing persons against liability incurred in connection with the affairs of such Funds and otherwise as provided in the applicable Governing Documents. Such liabilities have the potential to be material and can have an adverse effect on the returns to the limited partners. The
Item 7: Types of clients
Wazee Street provides investment advice to its Funds, which are exempt from registration under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (“Investment Company Act”). The Funds limit their respective limited partners to: (i) “accredited investors” as defined in the Securities Act of 1933, and (ii) “qualified purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,” as defined in the Advisers Act. Limited partners in the Funds must also meet certain other suitability qualifications prior to making an investment in the Funds. The Funds are not registered or required to be registered under the Investment Company Act, are not made available to the general public, their securities are not registered or required to be registered under the Securities Act of 1933 and Fund interests are privately placed to qualified investors. Qualified investors include individuals or entities to which Fund interests are permitted to be sold, which generally includes (i) in the United States, people or organizations who meet certain net worth, income and/or financial sophistication requirements as described above or (ii) in other countries, as permitted by the relevant securities laws in such jurisdiction and in compliance with any foreign offering provisions applicable to Wazee Street and/or the Funds. The Funds typically require capital commitments from each limited partner of at least $5 million, depending on the Fund, although the applicable Fund’s General Partner has, in its sole discretion, accepted lesser amounts.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
A carried interest allocation represents an adviser’s compensation based on a percentage of net profits of the funds it manages and is considered a performance-based fee. Generally, the relevant General Partner is entitled to receive a Carried Interest allocation on certain realized profits in the Funds equal to 20% of certain realized profits (although some Funds charge a lower Carried Interest allocation) subject to an 8% annually compounded preferred return (or hurdle), with catch up provisions (although some Funds charge a lower hurdle with no catch up provisions), and subject to reimbursement of all capital called to pay relevant Fund expenses, including Management Fees. Carried Interest is subject to a potential after-tax giveback if the respective General Partner has received excess cumulative distributions. Each Fund’s Carried Interest calculation, as well as the clawback provisions of each Fund, is further described in the relevant Fund’s Governing Documents received by each limited partner prior to investment in such Fund. These performance fee arrangements have been structured subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. The General Partner of each Fund, in its sole discretion, is permitted to waive or reduce the amount of Carried Interest for certain Funds or limited partners in a Fund. Specifically, if principals and employees and their respective family members are Fund limited partners, they will generally pay reduced Carried Interest or none at all. The fact that a General Partner’s Carried Interest allocations are based on the performance of each Fund can create an incentive for Wazee Street to make investments that are more speculative than would be the case in the absence of such distributions or to allocate an investment to a Fund that earns a higher Carried Interest, if applicable. The Firm believes this incentive is sufficiently mitigated, however, due to the fact that: (i) the applicable Governing Documents create limitations on the ability of Wazee Street to establish new investment funds; (ii) the Funds are subject to certain contractual provisions requiring certain parallel Funds to purchase and sell investments contemporaneously if they share an investment through a contemporaneous initial investment; (iii) any losses a Fund sustains will reduce the General Partner’s Carried Interest distribution; (iv) Carried Interest is generally calculated only after limited partners have received as distribution 100% of their capital contributions plus a preferred return; (v) a General Partner often makes a substantial commitment to a Fund to invest its own capital alongside the limited partners; and (vi) Wazee Street’s ability to attract future limited partners is tied to the performance of its investments. Wazee Street generally considers performancebased compensation to better align its interests with those of its limited partners, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.
Wazee Street manages multiple Funds on a side-by-side basis, many, if not all of which, have similar investment strategies. Management of Funds on a side-by-side basis has the potential to create conflicts of interest with regard to Wazee Street’s allocation of investment opportunities, expenses, time and attention of advisory personnel and consideration for certain transactions. These conflicts of interest can create an incentive for the Firm or its personnel to favor a Fund or other investment vehicle in which Wazee Street or an affiliate have a greater financial interest. To the extent that Wazee Street manages Funds with varying Carried Interest terms (including amount, timing waterfall conditions or other terms) and/or Wazee Street personnel are assigned different percentages of Carried Interest in different Funds, Wazee Street and such personnel are subject to potential conflicts of interest to the extent they are involved in identifying investment opportunities as appropriate for a Fund from which they are entitled to receive a higher Carried Interest percentage. To help minimize such conflicts of interest, Wazee Street allocates investment opportunities which satisfy the investment parameters of more than one Fund in accordance with Wazee Street’s policies and procedures regarding investment allocation and applicable Governing Documents and taking into consideration certain factors, as determined in the Firm’s sole discretion. Wazee Street’s procedures are designed to ensure that all investment decisions are made in accordance with Wazee Street’s fiduciary duties to its Funds and without consideration of Wazee Street’s (or its affiliates’ or employees’) pecuniary interest. Wazee Street will not allocate investment opportunities based in whole or in part on (i) the relative fee structure or amount of fees paid by any Fund or (ii) the profitability of any Fund. Investment allocation decisions are determined by the investment committee.
Item 10: Other financial industry activities and affiliations Conflicts of interest
Neither Wazee Street nor any of its management persons are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer, futures commission merchant, commodity pool operator, a commodity trading adviser, or an associated person of the foregoing. One of the General Partner’s qualifies for an exemption from registration as a commodity pool advisor with the CFTC pursuant to Regulation 4.14(a)(8) and as a commodity pool operator pursuant to Regulation 4.13(a)(3). Wazee Street does not have arrangements with a related person who is a broker-dealer, municipal securities dealer, government securities dealer or broker, investment company, other investment adviser or financial planner, futures commission merchant, commodity pool operator, commodity trading adviser, banking or thrift institution, accountant or accounting firm, lawyer or law firm, insurance company or agency, pension consultant, real estate broker or dealer, or sponsor or syndicator of limited partnerships that are material to its advisory business or to its Funds or its limited partners. Wazee Street has and will continue to develop relationships with professionals who provide services it does not provide, including legal, accounting, fund administration, custodial, banking, investment banking, tax preparation, insurance brokerage, information technology, compliance and other services. Some of these professionals provide services to the principals, the Funds or their portfolio companies. Additionally, some of these professionals are limited partners in Wazee Street Funds, either personally or through their company. As described above in Item 4, Wazee Street is affiliated with the Funds’ General Partners which are deemed registered with the SEC under the Advisers Act pursuant to Wazee Street’s registration. These General Partners together with Wazee Street operate as a single advisory business and serve as the General Partner, affiliate or managing members of private investment funds and other pooled vehicles and share common owners, officers, partners, employees, consultants, or persons occupying similar positions. These General Partners do not have employees of their own. From time to time, Wazee Street receives training, information, promotional materials, meals, entertainment, gifts or other perquisites from vendors and others with whom it does business or to whom it makes referrals. However, at no time will Wazee Street accept any benefits, gifts,
entertainment or other arrangements that are conditioned on directing business to a specific vendor. Similarly, Wazee Street employees have in the past, and expect in the future, to speak at and attend conferences and programs for potential investors interested in investing in private funds and other industry events that are sponsored by various broker-dealers, custodians or others. Through such capital introduction and other events, prospective limited partners have the opportunity to meet with Wazee Street. Neither Wazee Street nor any Fund compensates these investment bankers, brokerdealers or others for investments ultimately made by prospective limited partners attending such events other than registration, sponsorship, membership or other similar fees paid to attend such events. Wazee Street does not recommend or select other investment advisers for the Funds.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Trading Code of Ethics and Personal Trading Pursuant to Rule 204A-1 of the Advisers Act, Wazee Street has adopted a written code of ethics (“Code of Ethics”) that sets forth standards of conduct expected of supervised persons and addresses personal trading and reporting of personal securities transactions, gifts and entertainment and outside business activities, among other topics. The Code of Ethics requires all supervised persons to place Fund interests ahead of the Firm’s interests and to maintain full compliance with the federal securities laws. With respect to third parties that are not subject to the trading restrictions under Wazee Street’s Code of Ethics and that may otherwise obtain sensitive and nonpublic information relating to a Fund deal (e.g., co-investors, legal, financial, prime brokers, administrators and other similar service providers), such persons typically are subject to contractual provisions in confidentiality agreements or professional obligations that prohibit the misuse of any such information. Supervised persons are required to certify their compliance with the Code of Ethics upon hire and on an annual basis. Supervised persons who violate the Code of Ethics will be subject to remedial actions, including, but not limited to, censure, suspension or dismissal. Supervised persons are also required to promptly report any violations of the Code of Ethics of which they become aware. The personal trading policy for Wazee Street supervised persons is set forth in Wazee Street’s Code of Ethics and is acknowledged as received and understood by each supervised person. Wazee Street’s personal trading policies are designed to ensure that no Fund is disadvantaged by the transactions executed by a supervised person and that supervised persons do not misappropriate any benefit properly belonging to a Fund. Wazee Street’s supervised persons and their covered family members are prohibited from trading, either personally or on behalf of others, in securities while in possession of material non-public information regarding publicly traded securities or communicating material non-public information about such securities to others. The Code of Ethics establishes guidelines for personal trading requirements, insider trading and reporting of personal securities transactions, including certain pre39
clearance and reporting obligations. Wazee Street maintains a restricted list of issuers about which it has or may have material non-public information. Supervised persons are permitted to make securities transactions in their personal accounts, subject to certain limitations. Pre-clearance is required by supervised persons and their covered family members for certain personal securities transactions, including trading in restricted list securities, initial public offerings and limited offerings. In addition, supervised persons are required to file certain reports and link certain brokerage accounts to Wazee Street’s compliance software to enable monitoring of personal trading by the Chief Compliance Officer. The principals and employees of Wazee Street will occasionally carry on investment activities for their own account and for family members or others, and in connection therewith, can potentially give advice and recommend securities which differs from advice given to, or securities recommended or bought for, the Funds. In addition, principals and employees are permitted to buy securities in transactions offered to, but rejected by, the Funds or that are outside the investment mandate of the Funds. All such employee private investments are subject to pre-approval and/or review by the Chief Compliance Officer. Limited partners can request a copy of the Firm’s Code of Ethics by contacting its Chief Compliance Officer, John (J.B.) Blue, at (720) 651-8006 or jb@pineadvisorsolutions.com. Participation in Client Transactions Certain Wazee Street employees and their family members have invested in the Funds either through the General Partner and/or as Fund limited partners. As mentioned in Item 5 above, Wazee Street generally reduces or waives the Management Fee and Carried Interest related to investments held by employee limited partners. Wazee Street does not believe this arrangement presents any material conflict of interest since the General Partners’ interests are aligned with the interests of limited partners in the Funds. In addition, as described in Item 8, one of the Fund V limited partners required as a condition of investment that the Fund V General Partner make a small investment into the limited partner’s co-investment Fund, Fund V Splitter. Section 206(3) of the Advisers Act generally prohibits investment advisers from engaging in principal, cross and agency cross transactions without the appropriate disclosure and consent. Wazee Street will only enter into a principal, cross or agency cross transaction with the appropriate disclosure and consent. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, knowingly buys from or sells a security to an advisory client. This also applies to any affiliates or controlling persons of the adviser (i.e., an owner, employee or affiliate of the adviser). Cross trades between funds can also be deemed to be principal transactions if the adviser (and/or its affiliates, owners, or controlling persons) own, in the aggregate, 25% or more of either fund. In the context of Wazee Street’s business, a principal transaction would most likely refer to the practice of warehousing an investment for the formation of a future fund or Wazee Street or a Fund General
Partner purchasing the interest of an existing limited partner. Cross transactions occur when an adviser or an affiliate arranges a transaction (i.e., acts as broker) between two or more funds or accounts that are managed by that same adviser or an affiliate. An adviser is not “acting as a broker” if the adviser receives no compensation (other than the advisory fee earned in the ordinary course of managing the assets) for effecting the transaction and therefore is not considered to be conducting a cross transaction under Section 206(3) of the Advisers Act. In the context of Wazee Street’s business, a cross transaction would occur when selling a portfolio company, investment or other asset from one Fund to another. Agency cross transactions can arise where an adviser is dually registered as a brokerdealer or has an affiliated broker-dealer, which is not applicable to Wazee Street. In the event Wazee Street were to recommend a principal transaction or cross transaction, it would only be after: (i) the Firm has determined the transaction to be in the best interest of participating clients; (ii) the transaction is permitted by the relevant Governing Documents; (iii) proper disclosure is given to the relevant General Partner, advisory committee or limited partners, as appropriate; (iv) consent is obtained from the appropriate parties; and (v) the Firm ensures that best execution is achieved for the transaction. Conflicts of Interest The Governing Documents of each Fund include a description of what Wazee Street believes to be the most significant conflicts of interest associated with an investment in that Fund. Some of these conflicts are summarized in Item 8 above.
Item 12: Brokerage practices Conflicts of interest
Selection or Recommendation of Broker-Dealers Wazee Street is authorized to determine the broker or dealer to be used for each securities transaction for its Funds. Transactions for the Funds are allocated to broker-dealers on the basis of best execution available in light of the overall quality of brokerage, prime brokerage, financing and other services provided. In selecting broker-dealers to execute transactions, Wazee Street will consider the following factors, among others: (i) Wazee Street’s experience in evaluating the broker-dealer’s reliability and capability based on previous and pending transactions effected by the broker-dealer for Wazee Street; (ii) the broker-dealer’s execution capabilities with respect to the relevant type of order and access to the markets for the securities being traded (i.e., actual execution); (iii) the commissions charged; (iv) the ability of the broker-dealer to locate liquidity and minimize market impact; (v) confidentiality considerations; (vi) the broker-dealer’s financial strength and responsiveness; (vii) the amount of business with each broker-dealer and the justification for directing trades to those broker-dealers, such as the quality of research provided by the broker-dealer; (viii) the gross compensation paid to each broker-dealer and the transaction costs incurred; (ix) the broker-dealer’s familiarity both with the investment practices generally and the techniques employed by Wazee Street; (x) statistics or other information by independent consultants on the relative quality of executions/financial services of each broker-dealer; (xi) the financial strength and stability (net capital) of each broker-dealer; (xii) the
broker-dealer’s ability to respond promptly to inquiries during volatile markets; (xiii) and the brokerdealer’s expertise in the particular markets and its general reputation and ability to execute an order in an appropriate time frame (i.e., the overall responsiveness of the broker-dealer, as expressed in how well the broker-dealer serves Wazee Street). Wazee Street need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Due to the nature of distressed debt, including the lack of transparency of holders and the infrequency of trades, it can be very difficult to ascertain best execution. Often, brokers are seeking buyers or sellers in a very limited market and price negotiations, in which the Firm is always involved, are extensive. Therefore, the most relevant factor for the Firm in selecting a broker or dealer is actual execution. Each Fund’s securities transactions generate brokerage commissions and other compensation, all of which the respective Fund, not Wazee Street, will be obligated to pay. Wazee Street has complete discretion in deciding which broker-dealers each Fund will use and in negotiating the rates of compensation a Fund will pay. Although Wazee Street will make a good faith determination that the amount of commissions paid to a broker-dealer is reasonable in light of the products or services provided by the broker-dealer, commission rates are generally negotiable and as noted above, distinct in the distressed debt markets, and thus, selecting broker-dealers on the basis of considerations that are not limited to the applicable commission rates can result in higher transaction costs than would otherwise be obtainable. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual brokerage business received by a broker-dealer has the potential to be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. A broker-dealer is not excluded from receiving business because it has not been identified as providing research services. Research and Other Soft Dollar Benefits Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Wazee Street is permitted under the terms of the Governing Documents to use permitted research and brokerage services under Section 28(e). Wazee Street will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e). Permitted research and brokerage services within Section 28(e) include, but are not limited to: (i) advice as to the value of securities and the advisability of investing, purchasing or selling securities; (ii) analysis and reports concerning issuers, securities, economic factors and trends, portfolio strategy and performance of accounts; (iii) research reports analyzing the performance of a particular company or stock; (iv) discussions with research analysts relating to the advisability of investing in securities; (v) meetings with corporate executives to obtain oral reports on the performance of a company; (vi) seminars or conferences that provide substantive content relating to issuers, industries and securities; (vii) software that provides analyses of securities portfolios or algorithmic trading
strategies, or is used to transmit orders or account data; (viii) corporate governance research if reporting or analyzing issuers; (ix) financial newsletters and trade journals that are not targeted to a wide, public audience; (x) effecting securities transactions and performing functions incidental to such transactions, such as clearance, settlement, net pricing, online pricing, block trading, block positioning; or (xi) post-trade communications and activities, including settlement instructions to custodians, matching of information and short-term custody. In some instances, Wazee Street may receive a product or service that is used only partially for functions within Section 28(e) (e.g., an order management system or trade analytical software). In such instances, Wazee Street would make a good faith effort to determine the relative proportion of the product or service used to assist Wazee Street in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting Wazee Street in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Wazee Street from its own resources. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services can create a potential conflict of interest between Wazee Street and its Funds. The use of client brokerage commissions to obtain research or other products and services is a benefit to Wazee Street as it does not require Wazee Street to produce or pay for such research, products or services. As a result, Wazee Street has an incentive to select specific brokerdealers based on a Fund’s interests in receiving the research or other products and/or services rather than basing decisions on a Fund’s interest in receiving the most favorable execution. In addition, it is possible that soft dollar benefits are not proportionately allocated to each Fund that pays the actual commissions that generate the soft dollars. Finally, research and brokerage services obtained by the use of commissions arising from a Fund’s portfolio transactions can be used by Wazee Street in its other investment activities and thus, in such circumstances, a Fund will not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. The availability of these non-monetary benefits could influence Wazee Street to select one brokerdealer rather than another to perform services for the Wazee Street Funds. During the last fiscal year, the Firm has taken into account the quality, comprehensiveness and frequency of available research services and products considered to be of value provided by brokerdealers when directing client transactions to a particular broker-dealer. Wazee Street directed transactions to such broker-dealers only consistent with best execution. Brokerage for Client Referrals On occasion, Wazee Street places transactions with a broker or dealer that (i) provides it (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the brokerdealer or (ii) refers investors to the Funds, if otherwise consistent with seeking best execution. In such circumstances, Wazee Street is not selecting the broker-dealer solely in recognition of the
opportunity to participate in such capital introduction events or the referral of investors. Neither Wazee Street nor any Fund separately compensates any broker-dealer for any of these capital introduction services. Directed Brokerage Wazee Street does not engage in directed brokerage transactions. Trade Aggregation Wazee Street aggregates the purchase or sale of securities for its Funds’ accounts when to do so is in the Funds’ best interest. In such circumstance, the Firm will generally allocate on a pro rata basis among Funds, unless investment restrictions or investment guidelines otherwise require, subject to minimum share order quantities and other appropriate factors such as the leveling of accounts, client tax profiles and the timing of capital flows.
Item 14: Client referrals and other compensation Conflicts of interest
Wazee Street does not receive any monetary compensation or any other economic benefit from a nonclient for Wazee Street’s provision of investment advisory services to a client. When raising capital for a new Fund, Wazee Street on occasion engages the services of a placement agent for the sale of Fund units. Fees for the placement agent include a retainer and a percentage fee based on the amount of capital raised from specified limited partners pursuant to applicable law. Placement agent fees are payable by the Funds and offset dollar-for-dollar against the Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund as part of its organizational expenses.
Item 9: Disciplinary information
Like other registered investment advisers, Wazee Street is required to disclose all material facts regarding any legal or disciplinary events that would materially impact an investor’s evaluation of
Wazee Street or the integrity of Wazee Street’s management. Wazee Street and its management persons have not been subject to any material legal or disciplinary events applicable to this Item. On occasion, in the ordinary course of its business, Wazee Street, the Funds, or the Funds’ portfolio companies (or their respective directors and executive officers) are named as defendants in a legal action. Although there can be no assurance of the outcome of such legal actions, Wazee Street does not believe that any current legal proceedings or claims to which Wazee Street, the Funds, or the Funds’ portfolio companies (or their respective directors and executive officers) are a party would individually or in the aggregate materially affect a limited partner’s or prospective limited partner’s evaluation of the Firm or the integrity of the Firm’s management.
Item 13: Review of accounts
The investment portfolios of each Fund are generally illiquid and long-term in nature and accordingly Wazee Street’s review of them is not directed toward a short-term decision to dispose of securities. Wazee Street closely monitors the portfolio companies of its Funds and maintains an ongoing oversight position in such portfolio companies. The Chief Investment Officer and other investment professionals of Wazee Street regularly review the portfolio companies’ legal, financial and operational fundamentals. Wazee Street provides to limited partners on behalf of its Funds the following written reports: (i) annual audited financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”), accompanied by the report of the independent certified public accountant within 120 days of fiscal year end (or earlier as agreed to in the relevant Fund Governing Documents); (ii) quarterly unaudited financial statements; and (iii) annual tax information necessary for the completion of tax returns (K-1s). The Firm also has contact with limited partners (e.g., personal visits, video conference, telephone and email) throughout the year as requested and/or as conditions warrant. In the course of conducting due diligence, investors periodically request information pertaining to Wazee Street’s investments and track record. Wazee Street responds to these requests, and in answering such requests, provides information that is not always made available to other investors who have not requested such information. Additionally, as it pertains to existing limited partners, upon request or pursuant to contractual obligations, certain limited partners receive additional information and reporting that other limited partners do not receive. As a result, certain limited partners will have more information about a Fund than other limited partners. Wazee Street discloses the existence of side letter and preferential information arrangements in this Brochure and in the applicable Fund’s Governing Documents.
Item 15: Custody
Wazee Street is deemed to have custody of the Funds’ assets because of its affiliation with each Fund’s General Partner and the General Partners’ ability to deduct fees from Fund accounts. To comply with Advisers Act Rule 206(4)-2 (the “Custody Rule”), Wazee Street has elected to undergo an annual GAAP financial statement audit by an independent public accountant registered with and subject to examination by the Public Company Accounting Oversight Board for each of the Funds over which it is deemed to have custody, copies of which are (or will be, for newly closed Funds) delivered to the Funds and their respective limited partners within 120 days of fiscal year end (or earlier as agreed to in the relevant Fund Governing Documents). In addition, upon the final liquidation of a Fund, Wazee Street will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Fund to all underlying limited partners promptly upon completion of the audit. Limited partners are encouraged to carefully review such financial statements. Wazee Street does not accept physical custody of Fund assets. Called capital is directly deposited or wired to the relevant Fund’s bank account maintained with a qualified custodian and public securities are held with broker-dealers or transfer agents who act as custodians for such securities. Wazee Street receives monthly statements from each of its qualified custodians on behalf of the Funds. For more information about the Funds’ qualified custodians, please see Form ADV Part 1, Schedule D, Section 7.B.(1).
Item 16: Investment discretion
Wazee Street generally receives and exercises complete discretionary authority to manage investments on behalf of the Funds as per the Governing Documents of each Fund. Investment advice is provided directly to the Funds, subject to the discretion and control of the relevant General Partner, and not to limited partners in the Funds individually. To become a limited partner in a Fund, an investor must execute, among other documents, a subscription agreement and a limited partnership agreement (or similar agreement) with a Fund. Such documents generally contain a power of attorney that grants Wazee Street or the applicable Fund’s General Partner certain powers related to the orderly
administration of the affairs of the Funds. Once a limited partner executes these documents, with limited exceptions discussed elsewhere in this Brochure, Wazee Street is not required to contact such limited partner prior to transacting business in a Fund. Generally, Wazee Street’s only restrictions with respect to managing a Fund, such as, but not limited to, the type of securities in which a Fund invests, will be contained in the relevant Fund’s Governing Documents. However, a limited partner can seek to impose limitations on Wazee Street’s authority through a side letter agreement, and the Firm and/or the relevant General Partner can choose to accept reasonable limitations or restrictions at its discretion. All limitations and restrictions placed upon Wazee Street’s investment authority with respect to a limited partner’s investment must be presented to Wazee Street and the relevant Fund’s General Partner in writing and agreed to by all applicable parties. There can be no assurance that the side letter rights granted to one or more limited partners will not in certain cases disadvantage others. For Fund V, Wazee Street is subject to a restricted trading list on behalf of one of its limited partners.
Item 17: Voting client securities
By virtue of the investment management agreements with the Funds, Wazee Street has the authority to vote proxy statements on behalf of the Funds. Wazee Street has adopted a proxy voting policy pursuant to Advisers Act Rule 206(4)-6 to describe how it votes the Funds’ proxies. In general, Wazee Street votes proxies consistent with the best interests of the Funds’ limited partners and in accordance with the Funds’ stated objectives, primarily with the intention to maximize portfolio values. In the event of a conflict of interest when voting a proxy statement, Wazee Street will evaluate and vote the proxy on a case-by-case basis. If it is determined that the conflict of interest is not material, Wazee Street is permitted to vote the proxy notwithstanding the existence of the conflict. If it is determined that the conflict of interest is material, Wazee Street will resolve the conflict in one of several possible ways, such as by engaging a third party to recommend a vote with respect to the proxy, by seeking the advice of an independent third party, by establishing a committee to address the conflict or by any other method Wazee Street deems appropriate under the circumstances. Limited partners in the Funds cannot direct how Wazee Street votes proxies nor is Wazee Street required to seek limited partner approval or direction when voting proxies. Limited partners can obtain a copy of Wazee Street’s proxy voting policy upon request from its Chief Compliance Officer, John (J.B.) Blue, at (720) 651-8006 or jb@pineadvisorsolutions.com. Limited partners can also obtain information from Wazee Street, free of charge, about how Wazee Street voted previous proxies.
Item 18: Financial information
Wazee Street does not require or solicit prepayment of more than $1,200 in fees per Fund, six months or more in advance; has no financial condition reasonably likely to impair its ability to meet contractual commitments to Funds or limited partners; and has not been the subject of a bankruptcy proceeding.
Timeline
- Nov 20, 2019Founded Wazee Street Capital Management LLC is founded2
Stakes it holds
Wazee Street Capital Management LLC has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).
- Rockley Photonics Holdings LtdSC 13G/A Jun 13, 2022 to Feb 14, 20235
Sources
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