Griffin Asset Management LLC: investment adviser

The Funds, Co-Investment Vehicles and Alternative Investment Vehicles are collectively referred to as the “Funds.” Griffin Asset Management’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments, and disposing of such investments. Griffin Asset Management provides investment supervisory services to each Fund in accordance with a limited partnership agreement or separate investment and advisory, investment management or portfolio management agreements (each, a “Management Agreement”). Griffin Asset Management provides investment advice directly to the Funds, subject to the discretion and control of the Managing Member, and not individually to the investors in the Funds. Investment restrictions for the Funds, if any, are generally established in the organizational or offering documents of the applicable Fund.

C. Client-Tailored Services and Client-Imposed Restrictions Each Fund will be managed on the basis of the Fund’s governing documents.

D. Wrap Fee Programs Griffin Asset Management does not participate in wrap fee programs. (Wrap fee programs offer services for one all-inclusive fee.)

E. Client Assets Under Management As of December 31, 2023, the firm managed $60,119,150 of discretionary assets.

Item 5: Fees and Compensation

Item 5: Fees and Compensation A. Methods of Compensation and Fee Schedule Advisory fees for each Fund generally is set forth in such Fund’s management agreement, organizational documents and/or other documentation received by each investor prior to investment in such Fund, but may be modified by negotiations with investors in the Fund. The fee structure may be modified from time to time, and fees differ and may in the future differ from one Fund to another, as well as among investors in the same Fund. Typically, advisory fees are billed in quarterly in advance in conjunction with capital calls and deducted from the assets of the Funds. The advisory fees paid by a Fund reduce the investor’s capital account by the amount of fees paid by such Fund. In addition to the advisory fees, the applicable Funds’ investors will pay a platform fee, as described in the applicable Fund offering documents, which will further reduce an investor’s capital account. For a complete description of fees, conflicts, risks, and other matters, please refer to the applicable Fund offering documents and limited partnership agreement. To the extent provided in the partnership agreements and other organizational documents of the Funds, Griffin Asset Management pays out of advisory fees certain operating expenses, including normal overhead expenses, office expenses, and office and equipment rental, entertainment, salaries and employee benefits, and other routine administrative expenses relating to the services and facilities provided to the Funds. Each Fund bears all other expenses relating to it, such as organizational, accounting, tax and legal expenses, and miscellaneous expenses such as consulting, research, brokerage, finders’, custody, transfer, registration, advisory board, interest, taxes and extraordinary expenses, and other similar fees and expenses. Although Griffin Asset Management does not anticipate using the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

B. Client Payment of Fees Griffin Asset Management requires fees to be paid quarterly in advance as described in the applicable Fund offering documents and limited partnership agreements. Griffin Asset Management, or an affiliate, will deduct advisory fees directly from the client’s capital account as described in the applicable Fund offering documents and limited partnership agreements.

C. Additional Client Fees Charged Expenses paid by the fund are described in the Fund’s offering and governing documents.

Although the manager follows the investment mandate as described in the Fund offering and governing documents, Funds and Fund investors should be aware of these conflicts.

Item 7: Types of Clients

Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss

C. Material Relationships Maintained by this Advisory Business and Conflicts of Interest HedgeACT Select LLC HedgeACT Select LLC (“HedgeACT”) is a Delaware Series limited liability company and is comprised of segregated Series of limited liability company interests. Griffin Capital Mgt. LLC serves as the Managing Member and, in that capacity, has overall responsibility for managing the business and affairs of HedgeACT. The Managing Member has appointed its affiliate, Griffin Asset Management, as the investment manager for each Series. LAMCO Alternative Advisors LAMCO Alternative Advisors (“LAMCO”) is an investment adviser under common ownership with Griffin Asset Management. To avoid the need to register separately as an adviser, LAMCO is filed as a “Relying Adviser” under the Griffin Asset Management registration. Any employees working on behalf of LAMCO are subject to Griffin Asset Management’s policies, procedures, and regulatory requirements.

D. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest Griffin Asset Management does not recommend sub-funds or other investment products in which it receives any form of referral or solicitor compensation from the subadviser or separate account manager.

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Description In accordance with the Advisers Act, Griffin Asset Management has adopted policies and procedures designed to detect and prevent insider trading. In addition, Griffin Asset Management has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of Griffin Asset Management's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of Griffin Asset Management. Griffin Asset Management will send clients a copy of its Code of Ethics upon written request. Griffin Asset Management has policies and procedures in place to ensure that the interests of its Fund clients are given preference over those of Griffin Asset Management, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws.

B. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Griffin Asset Management does engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, Griffin Asset Management may recommend or make investments in related party Funds.

C. Advisory Firm Purchase or Sale of Same Securities Recommended to Clients and Conflicts of Interest Griffin Asset Management, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase or sell the same securities as are purchased or sold for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ▪

owned by the client, or

▪

considered for purchase or sale for the client.

Such conflict generally refers to the practice of front-running (trading ahead of the client), which Griffin Asset Management specifically prohibits. Griffin Asset Management has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ▪

require our advisory representatives and employees to act in the client’s best interest

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

▪

prohibit fraudulent conduct in connection with the trading of securities in a client account

▪

prohibit employees from personally benefitting by causing a client to act, or fail to act in making investment decisions

▪

prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions

▪

allocate investment opportunities in a fair and equitable manner

▪

provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client.

Advisory representatives and employees must follow Griffin Asset Management’s procedures when purchasing or selling the same securities purchased or sold for the client.

D. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest Griffin Asset Management, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other Griffin Asset Management clients. Griffin Asset Management will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts. Trades executed the same day will likely be subject to an average pricing calculation. It is the policy of Griffin Asset Management to place the clients’ interests above those of Griffin Asset Management and its employees.

E. Fund Conflicts of Interest Griffin Asset Management and its related entities are expected to engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to funds. In the ordinary course of conducting its activities, the interests of a Fund may conflict with the interests of Griffin Asset Management, other Funds or their respective affiliates. Certain of these conflicts of interest, as well as a description of how Griffin Asset Management addresses such conflicts of interest, can be found below. Resolution of Conflicts In the case of all conflicts of interest, Griffin Asset Management’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment as to what is in the best interest of the Funds, but in its sole discretion. In resolving conflicts, Griffin Asset Management may consider various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: ▪

A Fund will not make an investment unless Griffin Asset Management believes that such investment is an appropriate investment considered solely from the viewpoint of such Fund;

▪

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant offering and/or organizational documents for the Funds; and

Conflicts The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Allocation of Investment Opportunities among Funds and Allocation of Co-Investment Opportunities. In connection with its investment activities, Griffin Asset Management may

encounter situations in which it must determine how to allocate investment opportunities among various clients and other persons, including the Funds. In recognition of its fiduciary duties, it is the policy of Griffin Asset Management to treat the Funds fairly and equitably in the allocation of investment opportunities and transactions more generally. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”), which may be set forth in the instrument under which the Fund was established (such as a Fund’s limited partnership agreement or private placement memorandum), or in side letters. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Funds, Griffin Asset Management will follow the process set forth below. Griffin Asset Management must first determine which Funds will participate in an investment opportunity. Griffin Asset Management will assess whether an investment opportunity is appropriate for a particular Fund(s), based on the Fund’s investment objectives, strategies and structure. A Fund’s investment objectives, strategies and structure typically are reflected in the Fund’s offering memoranda and organizational documents. Prior to making any allocation to a Fund of an investment opportunity, Griffin Asset Management will determine what additional factors, including but not limited to a Fund’s capacity to make additional investments, may restrict or limit the offering of an investment opportunity to the Fund(s). Once the Funds that can participate in a particular investment have been identified, Griffin Asset Management, in its discretion, will decide how to allocate such investment opportunity among the identified Funds. Griffin Asset Management will seek to make all allocations of investment opportunities among the Funds in a fair and equitable manner, and will not favor or disfavor, consistently or consciously, any Fund in relation to any other Funds. Further, Griffin Asset

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Management 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, (ii) the profitability of any Fund or (iii) any person’s interest in offering or participating in co-investment opportunities outside of any Fund. The allocation of investment opportunities may not, and often will not, result in proportional allocations, and such allocations may be more or less advantageous to some persons relative to other persons. While Griffin Asset Management will determine how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest did not exist. In exercising its discretion to allocate investment opportunities and fees and expenses, Griffin Asset Management may be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, Griffin Asset Management may have an incentive to allocate investment opportunities to the Funds from which the Adviser or its related persons may derive, directly or indirectly, a higher fee, compensation or other benefit. In addition, principal executive officers and other personnel of Griffin Asset Management invest indirectly in Funds and may therefore participate indirectly in investments made by the Funds in which they invest. Such interests will vary Fund by Fund. The existence of these varying circumstances may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. Conflicts Related to Purchases and Sales. Conflicts may arise when a Fund makes investments in

conjunction with an investment being made by other Funds, or in a transaction where another Fund has already made an investment. Investment opportunities may be appropriate for Funds at the same, different or overlapping levels of a portfolio company’s capital structure. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. A Fund may invest in opportunities that other Funds have declined, and likewise, a Fund may decline to invest in opportunities in which other Funds have invested. Management of the Funds. See “Allocation of Investment Opportunities among Clients and

Allocation of Co-Investment Opportunities” above. In addition, it is expected that employees of the Adviser responsible for managing a particular Fund will have responsibilities with respect to other Funds, including Funds that may be raised in the future. Conflicts of interest may arise in allocating time, services or functions of these employees. Conflicts Relating to the Managing Member and the Adviser. Griffin Asset Management, its

affiliates, and members, officers, principals and employees of the Adviser and its affiliates may buy or sell securities or other instruments that Griffin Asset Management has recommended to Funds. In addition, officers, principals and employees may buy securities in transactions offered to but rejected by Funds. Transactions by employees are subject to the policies and procedures set forth in the Adviser’s Code of Ethics.

Although the manager follows the investment mandate as described in the Fund offering and governing documents, Funds and Fund investors should be aware of these conflicts. Diverse Membership. The investors in the Funds may have conflicting investment, tax and other

interests with respect to their investments in a Fund. The conflicting interests among the investors may relate to or arise from, among other things, the nature of investments made by a Fund, the structuring of the acquisition of investments and the timing of the disposition of investments. As a consequence, conflicts of interest may arise in connection with decisions made by Griffin Asset Management, including with respect to the nature or structuring of investments, that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Fund, Griffin Asset Management will consider the investment and tax objectives of the applicable Fund and the investors as a whole, not the investment, tax or other objectives of any investor individually. Side Letter Agreements. Griffin Asset Management may in the future enter into certain side letter

arrangements with certain investors in a Fund providing such investors with different or preferential rights or terms, including but not limited to different information rights, coinvestment rights, and liquidity or transfer rights.

Item 12: Brokerage Practices

Item 12: Brokerage Practices A. Factors Used to Select Broker-Dealers for Client Transactions As a fiduciary with discretionary authority, Griffin Asset Management acknowledges its responsibility to obtain best execution for client securities transactions whenever it is in a position to direct the execution of such transactions. With respect to those instances in which the Funds may purchase or sell or distribute publicly traded securities through a broker-dealer, Griffin Asset Management seeks to satisfy its best execution obligation by considering all relevant facts and circumstances, including the price and size of the order, the trading characteristics of the securities involved, the value of research provided by each broker, the broker’s execution abilities, commission rates, and financial responsibility and responsiveness. In selecting brokers, Griffin Asset Management attempts to obtain the best execution available for each transaction; however, Griffin Asset Management does not consider itself to be obligated to choose the broker offering the lowest commission rate if, in its best judgment, the overall value of brokerage services that would be provided by another broker would be more favorable. Soft Dollar Arrangements

Griffin Asset Management does not utilize soft dollar arrangements. Brokerage for Client Referrals Griffin Asset Management does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients.

B. Allocation of Investment Opportunities among Funds and Allocation of Co-Investment Opportunities In connection with its investment activities, Griffin Asset Management may encounter situations in which it must determine how to allocate investment opportunities among various clients and other persons, including the Funds. In recognition of its fiduciary duties, it is the policy of Griffin Asset Management to treat the Funds fairly and equitably in the allocation of investment opportunities and transactions more generally. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”), which may be set forth in the instrument under which the Fund was established (such as a Fund’s limited partnership agreement or private placement memorandum), or in side letters. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Funds, Griffin Asset Management will follow the process set forth below. Griffin Asset Management must first determine which Funds will participate in an investment opportunity.

Once the Funds that can participate in a particular investment have been identified, Griffin Asset Management, in its discretion, will decide how to allocate such investment opportunity among the identified Funds. Griffin Asset Management will seek to make all allocations of investment opportunities among the Funds in a fair and equitable manner, and will not favor or disfavor, consistently or consciously, any Fund in relation to any other Funds. Further, Griffin Asset Management 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, (ii) the profitability of any Fund or (iii) any person’s interest in offering or participating in co-investment opportunities outside of any Fund. The allocation of investment opportunities may not, and often will not, result in proportional allocations, and such allocations may be more or less advantageous to some persons relative to other persons. While Griffin Asset Management will determine how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest did not exist. In exercising its discretion to allocate investment opportunities and fees and expenses, Griffin Asset Management may be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, Griffin Asset Management may have an incentive to allocate investment opportunities to the Funds from which the Adviser or its related persons may derive, directly or indirectly, a higher fee, compensation or other benefit. In addition, principal executive officers and other personnel of Griffin Asset Management invest indirectly in Funds and may therefore participate indirectly in investments made by the Funds in which they invest. Such interests will vary Fund by Fund. The existence of these varying circumstances may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund.

Item 13: Review of Accounts

C. Content of Client-Provided Reports and Frequency Investors in the Funds receive, among other things, a copy of audited financial statements of the relevant Fund within one hundred twenty (120) days after the fiscal year end of such Fund or within 180 days of a Fund of Funds.

Item 14: Client Referrals and Other Compensation