|
⚲
|
| Keyboard |
| CNI NSHC Advisors LLC
✚
|
|
|---|---|
| CRD # | 292301 |
| SEC # | 801-113043 |
| CIK # | |
| AUM | |
| Employees | 33 (58% Investors, 0% Brokers) |
| Fees | |
| Minimum | |
| Phone | 240-479-7126 |
| Address | 4350 East West Highway Bethesda, MD 20814 |
| Source | [IAPD] [Website] [Twitter] [LinkedIn] |
| Total AUM ($B) |
|---|
| Fees and Compensation — Form ADV Part 2A (3/31/2022) [Brochure] |
|---|
Item 5: Fees and Compensation
Fees are separately determined for each Client. As a general matter, Manager and its affiliates receive (i)
management and incentive fees pursuant to the Company’s advisory agreement with Manager (the “Advisory
Agreement”) and other agreements with Clients; and (ii) incentive fees and expense reimbursements, as
described in more detail below.
Management and Incentive Fees
Management Fees
The monthly asset management fee, calculated and payable each month in the form of cash and Shares (as
defined in the Advisory Agreement), is equal to one-twelfth of 1.5% of the Company’s most recently published
aggregate estimated net asset value, as may be subsequently adjusted for any special distribution declared by the
Company’s board of directors in connection with a sale, transfer or other disposition of a substantial portion
of our assets. Effective July 1, 2021, the asset management fee is paid entirely in shares of the Company’s
common stock at a price per share equal to the most recently published net asset value per share. Effective
January 1, 2022, the asset management fee will be reduced if the Company’s corporate cash balances exceed
$75.0 million, subject to the terms and conditions set forth in the advisory agreement.
Incentive Fees
Pursuant to the limited partnership agreement of the Operating Partnership, the Manager or an affiliated entity
is entitled to receive distributions equal to 15.0% of net cash flows of the Company, whether from continuing
operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in
the aggregate, cumulative distributions equal to their invested capital plus a 6.75% cumulative, non-
compounded annual pre-tax return on such invested capital.
Expense Reimbursements
Manager is entitled to receive reimbursements for direct and indirect operating costs incurred by Manager in
connection with administrative services provided to the Company. Manager allocates, in good faith, indirect
costs to the Company related to the Manager's and its affiliates' employees, occupancy and other general and
administrative costs and expenses in accordance with the terms of, and subject to the limitations contained in,
the Advisory Agreement. The indirect costs include the Company's allocable share of Manager's compensation
(including bonuses and equity compensation), benefit, and overhead costs associated with dedicated or partially
dedicated personnel, including personnel of affiliated entities, who spend all or a portion of their time managing
the Company's affairs, based upon an expense allocation methodology to calculate the percentage of time
devoted by such personnel to the Company's affairs. However, there is no reimbursement for personnel costs
related to executive officers of the Company (although there may be reimbursement for certain executive
officers of Manager). The indirect costs also include rental and occupancy, technology, office supplies, travel
and entertainment expenses and other general and administrative costs and expenses. Manager allocates these
costs to the Company in good faith and reviews the allocation with the Board, including its independent
directors. The Company reimburses Manager quarterly for operating costs (including the asset management fee)
based on a calculation for the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of its average
invested assets; or (ii) 25.0% of its net income determined without reduction for any additions to reserves for
depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for
that period. Notwithstanding the above, the Company may reimburse Manager for expenses in excess of this
limitation if a majority of the Company's independent directors determines that such excess expenses are
justified based on unusual and non-recurring factors. The Company calculates the expense reimbursement
quarterly based upon the trailing twelve-month period.
Deal Costs
The Company generally bears the costs associated with its investments (including costs related to the
establishment and maintenance of investment vehicles) and prospective investments (even if Manager does not
proceed with a prospective investment for any reason ("Broken Deal Costs")) and is required to reimburse
Manager for such investment-related costs if incurred by it. Such expenses may include, without limitation, fees
paid to joint venture partners (which may include management and/or incentive fees), fees of legal counsel,
administrators, auditors and accountants, brokers, consultants, appraisers, property managers, transfer and
other taxes, insurance costs, capital expenditures/maintenance, compensation and costs of management and
leasing personnel, developer fees, costs related to construction and maintenance, custodian fees, fees for
architectural, engineering or other studies or reports related to proposed or existing investments, fees and
expenses of unaffiliated parties incident to the preparation and distribution of reports, travel expenses, and
other out-of-pocket property and portfolio expenses, incurred in connection with the evaluation, negotiation,
acquisition, operation and/or sale of proposed or existing investments. The Company may also bear such
Broken Deal Costs directly. |
| Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2022) [Brochure] |
|---|
Item 7: Types of Clients Manager currently provides investment advice only to the Company, but it may in the future provide investment advice to a Managed Vehicle and Future Clients, including pooled investment vehicles, co-investment vehicles and real estate finance companies, generally in the form of corporations, limited partnerships or limited liability companies. Manager does not have requirements for opening or maintaining accounts. However, there may be conditions for investing in Managed Vehicles, including minimum investment amounts, which are stated in their respective Governing Documents for each Managed Vehicle. For Managed Vehicles with minimum investment amounts, the Governing Documents generally note that the general partner or company, as applicable, has the discretion to reduce or waive the minimum investment amount. As a general matter, any Managed Vehicle Client, including the Company, would be managed in accordance with its investment objectives, strategies and guidelines and is not tailored to the individual needs of any particular investor and an investment in a Managed Vehicle does not, in and of itself, create an advisory relationship between the investor and Manager. Therefore, investors must consider whether the Managed Vehicle meets their investment objectives and risk tolerance prior to investing in a Managed Vehicle. The Company is qualified as a REIT under the U.S. Internal Revenue Code of 1986, as amended. The Company primarily invests in healthcare real estate directly through the use of equity, debt and other securities instruments and indirectly through joint ventures. The Company is a public company registered with the SEC under the Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as amended. The Company is subject to certain investment restrictions for the purpose of preserving (i) its treatment as a REIT for federal income tax purposes and (ii) its exemption from registration under the Investment Company Act. |
| AUM Breakdown | Accounts | AUM ($B) |
|---|---|---|
| By Client Type | ||
| (a) Individuals (other than high net worth individuals) | 0 | 0.0 |
| (b) Individuals (high net worth individuals) | 0 | 0.0 |
| (c) Banking or thrift institutions | 0 | 0.0 |
| (d) Investment companies | 0 | 0.0 |
| (e) Business development companies | 0 | 0.0 |
| (f) Pooled investment vehicles | 1 | 1.4 |
| (g) Pension and profit sharing plans | 0 | 0.0 |
| (h) Charitable organizations | 0 | 0.0 |
| (i) State or municipal government entities | 0 | 0.0 |
| (j) Other investment advisers | 0 | 0.0 |
| (k) Insurance companies | 0 | 0.0 |
| (l) Sovereign wealth funds and foreign official institutions | 0 | 0.0 |
| (m) Corporations or other businesses not listed above | 0 | 0.0 |
| (n) Other | 0 | 0.0 |
| Total | 1 | 1.4 |
| By Discretionary | ||
| Discretionary | 1 | 1.4 |
| Non-Discretionary | 0 | 0.0 |
| Total | 1 | 1.4 |
| By Non-United States Persons | ||
| Non-United States Persons | 0.0 | |
| United States Persons | 1.4 | |
| Total | 1 | 1.4 |
| Firm Profile (Form ADV) | |
|---|---|
| Discretionary AUM | $3.0B |
| Serves | Institutional |
| Related Firms | State | AUM |
|---|---|---|
|
Colony Capital Investment Advisors LLC
✚
|
FL | 336.2 M |
|
CLNC Manager LLC
✚
|
CA | |
|
CNI NRE Advisors LLC
✚
|
CA | |
|
CNI NSHC Advisors LLC
✚
|
MD | |
|
CNI NSI Advisors LLC
✚
|
CA | |
|
CNI RECF Advisors LLC
✚
|
CA |