Operations and controls.

A period of testingThe controls described on this page are in place within the firm’s systems.  The firm is now in a period of testing them, to confirm that they operate as intended and are adequate, and to identify any areas where they can be tightened further so that they take full effect.  This page will be updated as that testing concludes.

• Independent books and records* (see the staffing note below)

  Funds managed by the firm are administered by IQ EQ Fund Services LLC and audited by UHY LLP.  Investor statements are prepared by the administrator and delivered to investors through the firm’s investor portal.  The firm also keeps its own record of each fund’s trades and positions and reconciles it against the administrator’s and the prime brokers’ statements; differences are recorded and explained, and their resolution is reviewed by a second person.

• A second approver for capital movements* (see the staffing note below)

  Capital calls and distributions by funds managed by the firm are approved by a second person before they are issued, and an approval lapses if anything in them changes afterward.  A change to an investor’s bank instructions takes effect only once a second person approves it, and the investor is notified when it does.

• Compliance program

  Staff pre-clear personal trades, file holdings and transaction reports, and attest to the firm’s policies.  Material non-public information is logged, the people who receive it are recorded, and the issuer is placed on the firm’s restricted list until the information is cleansed.  Gifts, outside activities and political contributions are recorded and reviewed.

• Investor onboarding

  Before a subscription is accepted, the people it names are screened against sanctions and politically-exposed-person lists, and accredited status is verified by a method Rule 506(c) recognizes rather than 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 checked for alteration.  Records of the firm’s business are retained rather than deleted, and records under a legal hold cannot be removed.

• Access

  Staff sign in with multi-factor authentication.  Access is reviewed periodically and withdrawn when someone leaves the firm.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.

* Until the firm is fully staffed, some departments may not always have two people available to approve every step this page describes as requiring a second person.  Where the portal permits one person to complete such a step, it records that it was completed that way.

The firm runs on a proprietary platform, built and maintained internally.  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 the SEC filings of U.S.-listed operating companies as they are published and keeps a profile of each company built from its filings, including its financial statements and its governance.  Companies are scored as potential activism targets on factors such as valuation, operations, accounting and disclosure, and governance.

• Campaigns

  Each engagement has its own workspace for its targets, demands, team, deadlines and holders.  Letters, public filings and press releases are reviewed and approved before they leave the firm.  The firm’s own beneficial ownership in each target is computed from its trading records, and its disclosure deadlines are tracked.

• 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.  A relationship marked confidential is visible only to its owner, to colleagues the firm has expressly given access to that owner’s relationships, and to the firm’s system administrators.

• Offerings and onboarding

  Each offering has its own data room, with documents versioned and access recorded.  Investors subscribe online, and the screening, verification and countersignature steps described above are required before a subscription is accepted.  Placement agents work through a portal of their own.

• The investor portal

  Investors see their own holdings, capital account, statements, letters, tax documents and subscriptions, and can message investor relations.  Statements prepared by a fund’s administrator are delivered to investors here.  A document appears 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; board and committee meetings, minutes and resolutions; and the firm’s contracts, from approval through renewal.

• Fund records

  The firm’s own trade blotter, positions, cash and marks for each fund the firm manages, 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, along with the firm’s regulatory filing calendar.  Staff email, the audit trail, legal holds and encrypted backups cover the platform as a whole.

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.