The Firm
Operations and controls.
The firm separates the people who make investment decisions from the records that report on them, and requires a second person wherever the fund’s money moves. This page describes the controls in place; it is not an offer of any security.
Controls
How the firm is run
Independent books and records
The fund is administered by IQ EQ Fund Services LLC and audited by UHY LLP. Investor statements come from the administrator, not the manager. The firm also keeps its own record of every trade and position and reconciles it against the administrator’s and the prime brokers’ statements; differences are recorded, explained and resolved by someone other than the person who explained them.
Two people for every movement of the fund’s money
The fund’s capital calls and distributions are approved by a second person before they are issued, and the approval lapses if anything in them changes afterwards. A change to a fund investor’s bank instructions takes effect only when a second person approves it, and the investor is notified when it does.
Compliance program
Staff pre-clear personal trades against the restricted list, the funds’ own positions and the firm’s information barriers; file initial and annual holdings reports and quarterly transaction reports; and attest to the firm’s policies. Material non-public information is logged, and those who receive it are walled off from trading in the issuer. Gifts, outside activities and political contributions are recorded and reviewed.
Investor onboarding
Before a subscription is accepted, every person it names is screened against sanctions and politically-exposed-person lists, and accredited status is verified by a method Rule 506(c) recognises, not self-certified. Placement agents are compensated only when registered, or exempt on advice of counsel, and certified free of disqualifying events under Rule 506(d).
Records kept, and kept unaltered
Staff email is archived independently of the mailbox. The firm’s audit trail is append-only and can be verified for alteration. Records under a legal hold cannot be removed, and records of the firm’s business are retained rather than deleted.
Access
Staff sign in with a second factor, or with a passkey or a Microsoft account that requires multi-factor authentication. Access is reviewed on a set cycle and is withdrawn, with linked connections revoked, when someone leaves the firm.
Continuity
The firm’s data and documents are backed up, encrypted, to storage outside its primary providers, and the backups are checked after they are written.
Platform
Built in-house
The firm runs on a platform it built and maintains itself. Research, campaigns, investor relationships, offerings, corporate and fund records and the compliance program are one system, under one set of permissions and one audit trail.
Research
Follows every SEC filing made by U.S.-listed operating companies as it is published, and keeps a profile of each company built from its filed financial statements, its 8-K events, its restatements and revisions, and its governance as read from each annual proxy statement. Every company is scored as an activism target across six factors—undervaluation, operational upside, accounting and disclosure, governance, capital allocation and campaign feasibility—ranked against its sector, and every score shows the figures it rests on.
Campaigns
Each engagement has its own workspace: targets, demands, the team, deadlines and holders. Letters, public filings and press releases move from draft through a chain of named reviewers before anything leaves the firm, a reviewer approves the exact text they read, and a filing is marked filed only with its EDGAR accession number. The firm’s own beneficial ownership in each target is computed from its trading records every day, with Schedule 13D and 13G deadlines set from the trade that crosses a threshold.
Investor relationships
One register of the people and organizations the firm works with: their history of meetings, calls and correspondence, the pipeline of prospective investments, and the follow-ups owed. Confidential relationships are visible only to the colleagues the owner names, and a change to somebody else’s record goes to its owner for approval.
Offerings and onboarding
Each offering has its own data room, with every document versioned and every view and download recorded. Investors subscribe online and sign electronically; the screening, accreditation verification and countersignature steps described above are enforced by the system before a subscription can be accepted, and placement agents work through a portal of their own.
The investor portal
Investors see their own holdings, capital account, statements, quarterly letters, tax documents and subscriptions, and can message investor relations or ask for their details to be updated. A K-1 or a statement appears only once the firm has issued it, and the investor is notified when it does.
Corporate records
The cap table, stock ledger and equity awards for each entity, computed from the ledger itself so a past date is reported exactly as it stood. Board and committee meetings, notices, minutes, the minute book and director questionnaires are kept here, and directors sign written consents in the portal against the exact text adopted. Contracts are reviewed, approved within the signer’s authority and tracked through their renewal dates and invoices.
Fund records
The firm’s own trade blotter, positions, cash and marks for each fund, with the administrator’s and the prime brokers’ statements imported and reconciled against them, as described above.
Compliance and records
The compliance program described above runs here: pre-clearance, holdings and transaction reports, attestations, the restricted list and information barriers, and the firm’s regulatory filing calendar. Staff email, the audit trail, legal holds and encrypted backups cover the platform as a whole.
Further detail
For due diligence
Prospective investors conducting operational due diligence may request further detail from investor relations at ir@buxtonhelmsley.com. The firm’s service providers are listed on the strategic partners page, its governance on the governance page, and its regulatory status and published policies on the regulatory disclosures and policies pages.