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Cordiant Capital Inc.: investment adviser
Cordiant Capital Inc. is an investment adviser registered with the SEC (file 801-110814, CRD 172313). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $2.8B
- Discretionary
- 100%
- Accounts
- 8
- Employees
- 26
- In advisory roles
- 9
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports no custody of client cash or securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 8 | $2.8B | 100.0% |
How it is paid
- Performance-based fees
- Other: Percentage of invested capital and a portion of front-end fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Jean-Francois Sauve | Person | Director, executive chairman | E 75% or more | Jul 2015 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Cimarosa Holdings Inc. | Dominion and Colonial | Company (outside the U.S.) | E 75% or more | Yes | |
| Jean-Francois Sauve | Cimarosa Holdings Inc. | Person | E 75% or more | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Cordiant Capital Inc., filed May 28, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Cordiant Generally Cordiant Capital Inc. (“Cordiant” or the “Adviser”) is an investment adviser with its principal place of business in Montreal, Quebec. Cordiant is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and as a company incorporated under the laws of Canada and continued under the laws of Quebec, is registered in 3 categories in the provinces of Ontario and Quebec as 1) an advisor in the category of portfolio manager 2) a dealer in the category of exempt market dealer and 3) an investment fund manager. Cordiant is registered in 2 categories in the province of Alberta as 1) a dealer in the category of exempt market dealer and 2) an advisor in the category of portfolio manager.
Read the rest of Item 4 (531 more words)
Cordiant is also registered in 1 category in the province of British Columbia as 1) a dealer in the category of exempt market dealer. Cordiant was established in 1999. It is a wholly-owned subsidiary of Dominion and Colonial Investments Partners Inc. (“DCIP”). DCIP is wholly owned by Cimarosa Holding Inc. which is wholly owned by Jean-Francios Sauvé. Certain of Cordiant operations are conducted through Cordiant UK Limited (“Cordiant UK”) an indirect affiliate and a private limited company incorporated in England in 2019. Cordiant UK provides certain personnel and noninvestment services between Cordiant UK and Cordiant. Cordiant Luxembourg S.A. (“CLSA” or “Management Company”) a subsidiary of Cordiant is organized as a company incorporated in the Grand Duchy of Luxembourg. Cordiant Luxembourg was founded in 2015 and is authorized and regulated by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”) as an Alternative Investment Fund Manager (“AIFM”). Its management company services are provided to Luxembourg-domiciled collective investment schemes classified as Alternative Investment Funds (“AIFs” or “Cordiant Capital Funds”). Cordiant by appointment from CLSA manages several portfolios of AIFs which are primarily non-US funds with non-US investors. Cordiant VIII Agriculture Real Asset Debt (the “Fund”) is one of the AIFs and is the only AIF managed by CLSA that has a US investor (the sole fund investor). The AIFs is currently closed. The Fund offered its interests in reliance on exemptions from registration under the Securities Act of 1933, including Regulation D, and has filed a Form D notice with the SEC. The Fund a Luxembourg non-US domiciled fund and is not an investment company. Terra Agro LTD is a subsidiary of Cordiant Group Luxembourg, registered under the laws of Brazil, and an affiliate of Cordiant Capital Inc. Cordiant leverages research and analysis of the market and specific opportunities for investment by the subsidiary which are used in the portfolio management of the Fund.
Cordiant’s Advisory Services Cordiant provides portfolio management services to pooled investment vehicles (“Clients”) globally. This brochure has been prepared to provide information to Cordiant’s U.S. clients. Cordiant’s sole U.S. client is currently a pooled investment vehicle (specifically, “Cordiant VIII Agriculture Real Asset Debt” or the “Fund”) that has one US investor and is closed to new investors. Where relevant to a U.S. client, however, this Brochure provides additional information about Cordiant’s non-US advisory business. Cordiant Luxembourg S.A. serves as the Management Company for Cordiant VIII Agriculture Real Asset Debt. CLSA has delegated investment portfolio management authority of the Fund to Cordiant pursuant to an investment management agreement (“Management Agreement”) between the CLSA and Cordiant. The Fund is managed pursuant to certain investment objectives, strategies and limitations set out in the Fund’s offering documents, including but not limited to, the Prospectus and Management Agreement. Cordiant does not
tailor the investment advice it provides to the Fund to any investor’s individual needs or objectives nor accept any investor-imposed investment restrictions on the Fund. General information about investment strategies offered by Cordiant can be found under Item 8. Cordiant does not currently participate in wrap fee programs. As of December 31, 2025, Cordiant had a total of US$ 61,870,463 of discretionary assets under management and global assets under management of US$ 2,767,854,137.
Item 5. Fees and compensation
As mentioned in Item 4 above, Cordiant acts an investment manager to one US registered fund for which CLSA serves as the principal management company. For these services, Cordiant receives a portion of the management fee that CLSA charges the Fund. Fees are based on the Class of Units. Its sole investor holds Class 1 units and the following fees are reflective of the investor units held.
Management Fee Specific information about the Management Company Fee (the “Management Fee”) for providing management services to the Fund can be found in the Investor’s Subscription Agreement. The Management Company receives, out the assets of the Fund, a management fee payable monthly in arrears equal to a percentage of Invested Capital. The Management Fee is calculated using the schedule below:
Capital Commitment
Maximum Annual Management Fee Calculated As a Percentage of Invested Capital
Read the rest of Item 5 (607 more words)
Up to USD 24.999 Million
1.25%
From USD 25 Million to USD 49.999 Million
1.125%
From USD 50 Million to USD 99.999 Million
1.00%
USD 100 Million and above
Negotiable
The Management Fee will be charged at the highest applicable rate on the Invested Capital out of the assets of the Fund. The Management Company (i) will determine (annually/quarterly) the amount of Management Fee which has been charged to each Unitholder on the basis of its share of the Invested Capital and (ii) will thereafter proceed with the relevant retrocession to the extent necessary. The Investment Manager Fee is paid out of the Management Company fee.
Incentive Fee The Management Company receives an amount equal to fifteen percent (15%) of cash distributions to Unitholders after the Unitholders will have been repaid their respective Paid-Up Amount plus 800 basis points per net IRR per annum of Invested Capital (principal invested in any given year) (the “Hurdle Spread”). The Incentive Fee is calculated using a so-called “European Waterfall” and will be payable only after the date when the Unitholder’s Net Distributed Amount exceeds its total Hurdle Income, at which point the Management Company will receive 15% of the excess of the Unitholder’s Net Distributed Amount, provided that the net IRR on Invested Capital exceeds 8%. No Drawdowns will be made once the Management Company has been paid any amount of Incentive Fee.
Front-End Fees Cordiant will, by focusing on origination and providing value-added structuring advice to borrowers, seek to boost investor returns by securing payment of various types of fees to the Fund. This fee income paid to the Fund by Investees in relation to an Investment by the Fund, including front-end fees and structuring fees, will be divided 50% to the Investor and 50% to the Management Company (CLSA). This fee income allocated to the Investor will be pro rata to their Fund Commitment. For purposes of clarity, transaction fee income does not include fees for facilitation services. Cordiant, the investment manager, receives a fixed percentage of the revenue (management fee + incentive fee + front-end fees) net of all expenses according to its portfolio management agreement with the Management Company. A Fund investor may, through separate agreement with the Management Company and the investment manager, negotiate economic terms that differ from those applicable to other investors, including reduced management fees, reduced or waived incentive allocations, or other fee-related concessions. These arrangements are typically based on factors such as the size of the investor’s commitment, the timing of the investment, or the nature of the investor relationship. As a result, Cordiant directly or indirectly has an incentive to offer more favorable terms to certain investors, which creates a conflict of interest, as such investors may bear lower fees than other investors in the same fund. Cordiant seeks to ensure that any such arrangements are consistent with its fiduciary duties and appliable law; however, there can be no assurance that all investors will be offered or will receive comparable terms.
Other Fees and Expenses Cordiant’s fees for advisory services are exclusive of other fees and expenses that a client will incur, such as (i) custodial charges, brokerage fees, commissions, and other costs and expenses related to the purchase, sale or transmittal of assets (including trade tickets) and management company investment processing fees; (ii) interest expense; (iii) taxes, duties and other governmental charges; (iv) transfer and registration fees or similar expenses; (v) costs associated with foreign exchange transactions; (vi) valuation expenses; (vii) legal, fund administration and audit/accounting expenses (including third party accounting services or other third party administrative services); (viii) recordkeeping expenses; (ix) distribution expenses and (x) other portfolio expenses.
Item 6. Performance-based fees and side-by-side management
As discussed in Item 5 above, the Management Company is entitled to receive an Incentive Fee with respect to the Fund. Cordiant indirectly benefits from any Incentive Fee payable as this contributes to the total amount available for sharing between CLSA and Cordiant under their transfer pricing arrangement. The existence of the Incentive Fee with respect to the Fund could create an incentive for Cordiant to make more speculative investments on behalf of the Fund than it might otherwise in the absence of such incentive compensation.
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Managing Funds that have an incentive-based fee at the same time as managing Funds that only have an invested capital-based fee is commonly referred to as “side-by-side management.” Side-by-side management creates the potential for conflicts of interest by giving Cordiant an incentive to favor making investment allocations to those Funds for which Cordiant receives an incentive-based fee, because Cordiant will receive a higher fee if those Funds perform favorably in relation to the specific hurdle rate. In order to address the potential conflict of interest, Cordiant has instituted policies and procedures that it believes are reasonably designed to ensure that all clients are treated fairly, and to prevent these types of conflicts from
influencing the allocation of investment opportunities among clients. Cordiant has adopted and implemented procedures intended to address conflicts of interest relating to the possible management of multiple funds, including funds with multiple fee arrangements, and the allocation of investment opportunities. Cordiant reviews investment decisions for the purpose of ensuring that funds with substantially similar investment objectives are treated equitably. These areas are monitored by Cordiant’s Compliance Department
Item 7. Types of clients
Cordiant provides discretionary investment advisory services to pooled investment vehicles in certain European Union (“EU”) jurisdictions and the United Kingdom, and an exchange listed investment vehicle on the London Stock Exchange. Investors in those vehicles are typically sophisticated institutional investors, pension funds, government organizations/ agencies, insurance companies. Cordiant does not do direct business with retail clients. Cordiant’s investment minimum is approximately $10 million within the Luxembourg based Cordiant Capital Funds, subject to a waiver of such minimum in Cordiant’s full discretion.
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Investors may be required to meet certain suitability and net worth qualifications such as being: (i) “accredited investors”, as defined in Rule 501(a) under the Securities Act of 1933; and (ii) “qualified client”, as defined in the Advisors Act rule 205-3, and certain Canadian or EU requirements depending on the investor’s domicile.
Item 8. Methods of analysis, investment strategies and risk of loss
New Names Meeting – discuss, prioritize, and allocate resources to investment activities Investment Priorities Committee – review preliminary investment memoranda Internal Credit Committee – review final investment memoranda Independent external Advisory Committee – review deals based on size, industry, geography, and/or complexity and provide advice to Cordiant
Each prospective investment is given a credit rating using Cordiant’s internal credit rating system. Cordiant will also apply a country risk analysis. The Fund may also purchase investments that meet its investment criteria on the secondary market. The due diligence process of Cordiant on the secondary market is the same as that on the primary market.
Read the rest of Item 8 (1,551 more words)
Investment Strategies The principal objective of the Fund is to generate an absolute, uncorrelated low volatility return by investing in a diversified pool of loans to borrowers in the Emerging Markets. Additional information about the investment objectives and strategy of the Fund can be found in the Fund’s Prospectus.
Risk of Loss Investing in securities involves risk of loss that clients and investors should be prepared to bear.
Material Risk Factors Below is a summary of some of the material risks that apply to the investment strategies managed by Cordiant. The following does not purport to be a summary of all risk applicable to the Fund. Instead, the following focus on particular risks to which the Fund may be subject and that prospective investors are encouraged to consider.
The main risk faced by the Fund is the credit risk of borrowers in emerging markets. Given that the Fund’s investments are illiquid and generally held to maturity, the key risk management function is performed at the time of due diligence and investment approval. See method of analysis above. • External versus Internal Credit Ratings. Investments by the Fund may or may not enjoy an external credit rating by a rating agency. Cordiant uses its longstanding internal credit rating system to rate investments. The Fund will not be formally rated by any rating agency. • Minority. When acquiring Investments, the Fund may be in a minority or subordinated position either as a lender or shareholder and may not be able to influence decisions regarding the administration of such Investment, including the enforcement of security. • Market Risk – All securities investments are subject to changes in the marketplace. The market value of the instruments in which a portfolio invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world due to increasingly interconnected global economies and financial markets. • Investment Selection Risk – Cordiant utilizes a quantitative screening process to filter the universe for companies with specific attributes. Following the screening, a qualitative analysis is undertaken of each company with a significant ranking within those desired attributes. The risk exists that the attributes utilized in the quantitative screening process do not reflect attributes desired by the marketplace. In addition, analysis of an investment may be incorrect and may result in selections of investments that suffer losses or underperformance relative to other investments. • Geographic / Political / Economic Risk – The Fund invests in diverse emerging markets and economies. Investments in the securities of non-U.S. issuers are subject to the risks associated with non-U.S. markets in which those non-U.S. issuers are organized and operate, including but not limited to, risks related to foreign currency, limited liquidity, less government regulation, privatization, and the possibility of substantial volatility due to adverse political, economic, geographic events, or other developments, differences in accounting, auditing and financial reporting standards, the possibility of repatriation, expropriation or confiscatory taxation, adverse changes in investment or exchange controls or other regulations and potential restrictions on the flow of international capital. • Foreign Exchange Risk - The Fund does not intend to hedge foreign exchange risk between U.S. dollar and other currencies. • Currency and Exchange Rates Risk – The Fund may make investments in non-U.S. jurisdictions. There is a risk that the performance of the Fund could be adversely affected by fluctuations in the currency exchange rate between the Fund base currency, on the one hand, and the relevant foreign currencies, on the other hand. • Liquidity Risk – Liquidity risk exists when particular investments are difficult to purchase or sell (e.g., not publicly traded and/or no market is currently available or may become less liquid in response to market developments). This can reduce a portfolio’s returns because the portfolio may be unable to transact at advantageous times or prices. Investments that are illiquid or that trade in lower volumes may be more difficult to value. In addition, there is a risk that the Fund may not be able meet required cash needs by selling securities in an orderly manner and must sell securities at lower prices to raise necessary cash. • Counterparty Risk - Transactions, including certain derivative transactions, entered into directly with a counterparty are subject to the risk that the counterparty will fail to perform its obligations in accordance with the agreed terms and conditions of the transaction. A counterparty may become bankrupt or otherwise fail to
perform its obligations due to financial difficulties, resulting in significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding or no recovery in such circumstances. • Cyber Security Risk - With the increased use of technologies such as the Internet to conduct business, a portfolio is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and are not limited to, gaining unauthorized access to digital systems, and misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including the denial-of-service attacks on websites. Cyber security failures or breaches by a third party service provider and the issuers of securities in which the portfolio invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents. • Issuer Risk - A portfolio’s performance depends on the performance of individual securities to which the portfolio has exposure. Changes to the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline or become worthless. • Non-Diversification Risk – The Fund may not be subject to any comprehensive diversification or asset allocation requirements or be limited to a particular investment strategy. To the extent the Fund concentrates investments in a particular geographic region, security, investment sector or stage of investment, investments may become more susceptible to fluctuations in value resulting from adverse economic or business conditions applicable to such region, type of security, sector or stage of investment. In addition, the Fund may participate in a limited number of investments in which case the investment returns of the Fund could be substantially adversely affected by the unfavorable performance of a single investment. It is assumed that investors hold assets apart from the Fund and are responsible for diversifying their assets appropriately. • Operational Risk - The Fund may suffer a loss arising from shortcomings or failures in internal processes, people or systems, or from external events. Operational risk can arise from many factors ranging from routine processing errors to potentially costly incidents related to, for example, major systems failures. • Project Risk – While the Fund will primarily invest in corporate loans, a percentage of the Fund’s investment may involve some project risk. Project risk refers to the risk level assessed on the basis of fundamental project analysis. The relevant factors are numerous and multidisciplinary, including commercial, technical, contractual, environmental, economic, and financial considerations that can vary from project to project according to sector and country. • Volatility Risk - The prices of the Fund’s investments can be highly volatile. Price movements of assets are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, developments or trends in any particular industry, the financial condition of the issuers of such assets, changing supply and demand relationships, programs and policies of governments, and national and international political and economic events and policies. • Artificial Intelligence (“AI”) Risk – Cordiant, its affiliates, its third-party vendors, clients, or counterparties could develop or could incorporate artificial intelligence (“AI”) technology in certain business processes, services or products. AI models are highly complex and may produce output or take action that is incorrect, that result in the release of private, confidential or proprietary information, that reflect biases including in the data on which they are trained, infringe on the intellectual property rights of others, or that is otherwise harmful. Additionally, there is no guarantee that the use of these quantitative models will result in outperformance of an investment relative to the market or relevant benchmark. The U.S. and global legal and regulatory environment relating to AI is uncertain and rapidly evolving and could require changes in Cordiant’s implementation of AI technology and
increase compliance costs and the risk of non-compliance. Furthermore, Cordiant may rely on AI models developed by third parties and may have limited visibility over the accuracy and completeness of such models. Any of these risks could adversely affect Cordiant, its affiliates, or clients. Cordiant is also exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. • Hedging Risk - Cordiant may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, and currency exchange rates. While such transactions may reduce certain risks, hedging transactions themselves entail other risks. Thus, while the Fund may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the Fund when entering into hedging transactions.
Item 9. Disciplinary information
Registered investment advisers are required to disclose all material facts regarding legal, disciplinary, and financial events that would be material to one’s evaluation of Cordiant or the integrity of Cordiant’s management. Cordiant has no reportable disciplinary event applicable to this item.
Item 10. Other financial industry activities and affiliations
Cordiant is part of a group of affiliated companies engaged in various financial businesses. Cordiant has business arrangements with certain related companies that are material to its US advisory business or to its Client, the Fund. Cordiant Luxembourg S.A. as disclosed in Item 4, is an Alternative Investment Fund Manager (AIFM) governed under the laws of Luxembourg and is the Management Company of the Cordiant Capital Funds and its sub-funds. Cordiant Luxembourg S.A. manages the Fund (Cordiant VIII – Agriculture Real Asset Debt) and has engaged Cordiant Capital Inc. (“Cordiant”) as the Investment Manager to the Fund. Cordiant Capital Inc., as disclosed in Item 4, is a wholly owned subsidiary of Dominion & Colonial Investment Partners Inc. (“DCIP”).
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DCIP is registered under the Canada Business Corporations Act, 2015 and continued under the laws of Quebec under the Quebec Enterprise Register. Cordiant UK LTD, as disclosed in Item 4, is a wholly owned subsidiary of Cordiant Group Luxembourg (a Luxembourg registered entity) and an affiliate of Cordiant Capital Inc. Cordiant leverages the resources and services of its affiliate for certain functions. In addition, certain members of Cordiant UK may also serve as members of Cordiant. Under this structure, certain compliance and other support functions within Cordiant are supported by the infrastructure within Cordiant UK. Terra Agro LTD, as disclosed in Item 4, is a subsidiary of Cordiant Group Luxembourg, registered under the laws of Brazil, and an affiliate of Cordiant Capital Inc. Cordiant leverages research and analysis of the market and specific opportunities for investment which are presented to Cordiant’s Internal Credit Committee (see Item 8 above). Cordiant GP S.à r.l. is a wholly owned subsidiary of Cordiant Capital Inc. and has limited operations as a general partner to a non-US pooled investment vehicle which only has non-US investors, and with day-to-day management functions delegated to Cordiant Luxembourg S.A. which has delegated portfolio management functions to Cordiant Capital Inc. Cheverny Capital Inc. is a wholly owned subsidiary of DCIP and is an affiliate of Cordiant Capital Inc. Cheverny is registered as an Exempt Market Dealer (EMD) in the following Canadian provincial jurisdictions: Alberta, British
Columbia, Manitoba, Newfoundland and Labrador, Ontario and Quebec. Cheverny Capital is a mergers and acquisitions (M&A) specialist firm. Its two primary business activities are (1) offering advisory services on mergers and acquisitions and capital structure optimisation to sophisticated corporations and institutional investors and (2) representing licensed institutional asset managers in Canada. Cheverny does not offer its services or conduct business with US investors. Cordiant and its affiliates are engaged in advisory businesses that service a variety of different clients, including pooled investment vehicles. Cordiant is also registered and has affiliates who are registered under foreign jurisdictions in order to serve foreign (non-US) investors. Cordiant has developed procedures that are designed to monitor and manage potential conflicts of interest that may arise in the operation of its business and relationship with its other foreign regulated entities. In addition, Cordiant has developed procedures that are designed to monitor and manage potential conflicts of interest that may arise as a result of its relationships with affiliates and foreign jurisdictions. Cordiant continues to evaluate these relationships, as well as other developments in its business, and any future advisory relationships with affiliated companies for potential conflicts of interest that may arise with respect to the investment management of the Fund.
Item 11. Code of ethics, participation in client transactions and personal trading
Personal Trading Code of Ethics Under the Adviser Act, Cordiant is required to adopt and implement a Code of Ethics with respect to its business as a registered investment adviser. The Code is based upon the principle that Cordiant and its Employees owe a fiduciary duty to our client and to conduct our affairs in good faith, in the client’s best interests while exercising a duty of care and loyalty. The duty extends to all of Cordiant's Employees. All employees are required to submit at the onset of employment and annually an acknowledgement of the Code. Copies of the Code are available upon request. Contact information appears on the cover page of this Brochure.
Read the rest of Item 11 (235 more words)
Personal Trading The employees of Cordiant may buy and sell securities or other investments for their own accounts, or accounts of their family members. As these situations may involve potential conflicts of interest, Cordiant has adopted policies and procedures relating to personal trading transactions and insider trading (discussed below). These procedures include, but are not limited to:
Initially upon hire and annually reporting securities holdings; Pre-clearing personal securities transactions, including IPOs and private offerings; Prohibiting the purchase of securities on Cordiant’s restricted list; and Reporting personal accounts covered by the Code.
Insider Trading Cordiant, in the course of its investment management and other activities, may come into possession of confidential or material non-public information about issuers, including issuers in which Cordiant or its related persons have invested or seek to invest on behalf of Clients. No Cordiant employee, officer or director may trade in a security, either personally or on behalf of any Clients, while in possession of material, non-public information regarding that security, nor may any employee, officer or director communicate material, non-public information to others in violation of the law. Compliance with the Code is a condition of employment and a violation of the Code or its related policies may result in serious reprimand, up to and including employment termination.
Participation or Interest in Client Transactions Neither Cordiant nor its related persons have a material financial interest in the transactions of the Fund.
Item 12. Brokerage practices
Cordiant advises on privately negotiated lending transactions (private debt) with prospective counterparties. As a result, Cordiant does not select or recommend broker-dealers for and does not use “soft” dollars in connection with Fund transactions. Accordingly, Cordiant generally does not use, select, or otherwise recommend brokerdealer or other counterparties in connection with the investment activities of the Fund. In some circumstances while implementing transactions for the Fund, Cordiant may take into account the full range of applicable factors when hiring third party intermediaries including, but not limited to, reputation, level of expertise, and price.
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Cordiant, on behalf of the Fund, may engage investment banks, securities underwriters, brokers, legal and tax experts, accounting experts, environmental experts, insurance professionals, and other service providers. The Fund pays for these service providers through service fees. Cordiant believes that analysis of the value of the services rendered by these service providers involve a number of factors, and that price is not the ultimate factor when determining “best execution” in selecting service providers. Cordiant manages multiple private funds and pooled vehicles that pursue similar or overlapping investment strategies, particularly with respect to investments in privately negotiated loan opportunities. As a result, Cordiant may be presented with investment opportunities that are suitable for more than one fund. Due to the nature of these investments, which are typically privately negotiated, illiquid, and not executed through centralized trading markets, Cordiant generally does not aggregate (or “bundle”) purchase or sale orders across client accounts in the manner commonly used for publicly traded securities. Instead, each investment opportunity is evaluated and allocated among eligible funds in accordance with Cordiant’s allocation policies and procedures, which are designed to ensure that allocations are made in a fair and equitable manner over time and consistent with each fund’s investment objectives, mandate, and available capital. Cordiant’s allocation process considers a variety of factors, including, but not limited to: the investment strategy and guidelines of each fund; available capital or undrawn commitments; the timing of capital formation or fund commencement; regulatory, legal, or structural considerations; and Cordiant’s assessment of maintaining appropriate diversification and portfolio construction across funds. In certain cases, funds with earlier commencement dates or available capacity may receive priority allocations, and co-investment opportunities may be offered to certain investors or funds where Cordiant determines that doing so is appropriate and not detrimental to other funds. Because orders are not aggregated, different funds may participate in the same investment opportunity at different levels or may not participate at all. In addition, funds may not receive identical terms or allocations in a given investment. Cordiant seeks to mitigate potential conflicts of interest through the consistent application of its allocation framework and periodic review of allocation outcomes. The primary cost to funds associated with not aggregating transactions is the potential for differing allocations or access to investment opportunities, rather than differences in transaction pricing, as these investments are typically negotiated on a transaction-by-transaction basis. However, Cordiant believes that its allocation approach is appropriate given the nature of the investments and is designed to treat funds fairly over time.
Item 13. Review of accounts
Cordiant monitors and periodically reviews the Fund with several teams to assess overall compliance of the Fund with its stated investment objectives and restrictions. The Fund is monitored by the Agriculture Credit Team with overall risk management performed by the Management Company. Various other ad hoc reviews occur from timeto-time depending on events that may impact the Fund’s objectives. Cordiant provides the Fund’s investor with monthly financial statements and annual audited financial statements. The investor also receives quarterly investor presentations which includes a portfolio review. Included in the report package to the investor is a quarterly investment repayment schedule and expected cash return to investor report.
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On a monthly basis the investor is provided with a Fair Market Value (FMV) report along with a NAV statement report. Other ad hoc reports may be provided to the investor upon request.
Item 14. Client referrals and other compensation
Cordiant does not receive additional economic benefit from a third party for providing investment advice or portfolio management services to the Fund as disclosed in Item 5 above. Cordiant engages an unaffiliated entity to facilitate the marketing of certain investment vehicles in certain jurisdictions, including the Fund to US investors. The Fund is closed and the entity is no longer performing marketing activities. However, compensation is being paid annually from the Management Fee (not in addition to) related to the initial engagement.
Item 15. Custody
With respect to the Fund, Cordiant is deemed to have custody of client funds and securities because a related person will have ownership or access to client funds or securities by virtue of its role as Management Company. Cordiant is subject to Rule 206(4)-2 under the Advisers Act (“the Custody Rule”). However, it will not be required to comply or will be deemed to have complied with certain requirements of the Custody Rule with respect to the Fund because it will comply with the provisions of the “Pooled Vehicle Audit Exception,” which, among other things, requires that a private fund be subject to an audit at least annually by an
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independent public accountant that is registered with the Public Company Accounting Oversight Board, and requires the private fund to distribute to investors in the Fund audited financial statements within 120 days following the private fund’s fiscal year end. Investors should review these audited financial statements carefully.
Item 16. Investment discretion
Cordiant exercises discretionary authority in managing the assets of the Fund, in accordance with the investment objectives, strategies, and restrictions set forth in the Fund’s governing documents including its Prospectus and offering materials. With respect to the Fund, Cordiant has full authority, without prior consultation with the Fund’s investor, to identify, evaluate, structure, negotiate, execute, monitor, and exit investments in private debt and other credit instruments. This includes, but is not limited to, determining borrowers to which the Fund will extend credit, the type and structure of loans, interest rates, covenants, collateral packages, position sizing, timing of transactions, and any amendments, restructuring, workouts, or enforcement actions.
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In certain circumstances, Cordiant may also be subject to oversight or approval rights of the Management Company, Investor Panel, or other advisory committee, as applicable.
Item 17. Voting client securities
Cordiant does not have any authority to and does not vote proxies on behalf of the Client on any investment security. The Fund primarily invests in private debt investments that typically do not have proxies.
Item 18. Financial information
Cordiant is not required to file a balance sheet for its most recent fiscal year because it does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. Cordiant has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to its client and has not been the subject of a bankruptcy proceeding.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.