- S&P 500 7,659.44 −1.09%
- Dow Jones 52,002.41 −0.34%
- Nasdaq 26,713.03 +0.08%
- VIX 19.99 +21.45%
- 10-year Treasury 5.09% −0.01
- Dollar index 121.40 −0.14%
- WTI crude $101.91 +1.04%
North Reef Capital Management LP: investment adviser
North Reef Capital Management LP is an investment adviser registered with the SEC (file 801-126191, CRD 311056). 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
- $4.1B
- Discretionary
- 100%
- Accounts
- 10
- Employees
- 8
- In advisory roles
- 3
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and 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 |
|---|---|---|---|
| Registered funds | 1 | $298.3M | 7.2% |
| Private funds and other pooled vehicles | 9 | $3.8B | 92.8% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
- 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 |
|---|---|---|---|---|---|---|
| James H Hanna | Person | Limited partner | E 75% or more | Aug 2020 | 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.
North Reef Form ADV Part 2A Brochure, filed Mar 30, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
North Reef is a Delaware limited partnership formed on August 28, 2020, and maintains its principal place of business in Laguna Beach, California. North Reef provides investment advisory services on a discretionary basis to pooled investment vehicles sponsored by it that operate as private investment funds (each a “Fund”; collectively, the “Funds”) and sub-advises managed accounts of other investment managers (“Sub-Advised Accounts”, collectively with the Funds, the “Clients”). The current Fund clients sponsored by North Reef include:
Read the rest of Item 4 (678 more words)
The Flagship Fund, which is organized in a mini-master fund structure containing the following entities: (i) North Reef Capital LP, a Delaware exempted limited partnership (the “Master Fund”); and (ii) North Reef Capital Offshore Ltd, a Cayman Islands limited partnership (the “Offshore Feeder”). The Offshore Feeder invests substantially all of its investable assets into the Master Fund; and
The Opportunity Fund, formed in early 2025, also organized in a mini-master fund structure containing the following entities: (i) the North Reef Opportunity Fund LP, a Delaware series limited partnership (the “Opportunity Master Fund”); and (ii) the North Reef Opportunity Offshore Ltd (the “Opportunity Offshore Feeder”). The Opportunity Offshore Feeder invests substantially all of its investable assets into the Opportunity Master Fund. Each investment of the Opportunity Fund will typically be made through a separate series of the Fund. Each series is treated as a separate and distinct legal entity having separate assets, investment portfolios, investors and terms.
For purposes of this brochure, references to a Fund or Client will be deemed to include a single series of a Fund, or a Fund itself, as the context requires. Affiliates of North Reef act as the general partner of certain of the Funds (each a “General Partner”; collectively, the “General Partners”; together with North Reef, the “Adviser”). North Reef and the General Partners are principally owned by James H. Hanna III. Any references to “the Firm”, “us,” “we,” and “our” in this Brochure refer to North Reef. Any defined terms used in this Brochure not otherwise defined herein, have the definition ascribed to them in the offering documents of the applicable Client. North Reef also provides discretionary sub-advisory services to an open-end investment company registered under the Investment Company Act of 1940, as amended (the “IC Act”). However, such services are not discussed herein as investors can find more information about the related fees and operating expenses in the respective fund’s prospectus. North Reef generally has broad and flexible investment authority with respect to Clients and tailors its advisory services to Client needs respective of the investment objectives set forth in the applicable offering materials. The Funds’ objectives and strategies are set forth in the offering documents (and any applicable supplements) provided to each investor in a Fund and the investment management agreement for the Sub-Advised Accounts. North Reef has and may in the future enter into additional agreements, or “side letters,” with certain existing limited partners or shareholders whereby such limited partners or shareholders may be subject
to terms and conditions that are more advantageous than those set forth in the offering memorandum for the Funds. From time to time and without limitation, North Reef has afforded and may in the future in its sole discretion afford, certain prospective or existing investors in Funds or certain prospective or existing Sub-Advised Accounts in the same or similar strategy (i) special rights to make future investments in the respective Fund or other investment vehicles or accounts managed by North Reef, (ii) different transparency rights, (iii) reporting rights, (iv) different withdrawal/redemption rights, (v) different fee terms, (vi) and/or terms to accommodate an investor’s particular legal, tax or regulatory requirements. Such terms are provided solely at the discretion of North Reef and may, among other things, be based on the timing and aggregate size of commitments of such investor or Sub-Advised Account, as applicable. Any fees may be reduced or waived entirely by North Reef in its sole discretion. North Reef does not participate in any wrap fee programs. As of December 31, 2025, North Reef had regulatory assets under management of $4,072,230,000 on a discretionary basis. North Reef does not currently manage any assets on a non-discretionary basis. All discussions of the Funds in this Brochure, including but not limited to their investments, the strategies used in managing the Funds, the fees and other costs associated with an investment in the Funds, and conflicts of interest faced by North Reef in connection with management of the Funds, are qualified in their entirety by reference to the respective Fund’s offering materials and advisory agreements.
Item 5. Fees and compensation
Fees The Adviser typically charges fees that are based upon a set percentage of assets under management (“AUM”) and/or performance for the Funds, and percentage of AUM/AUM Equivalent for the Sub-Advised Accounts. Set forth below are summaries of the fees payable by investors in the Funds and Sub-Advised Accounts. It should be noted that detailed disclosure about the fees and other expenses applicable to an investment in the Funds are provided in the respective operative documents. Those documents should be carefully reviewed prior to making an investment in a Fund. The Funds are structured such that the Adviser receives compensation commensurate with the respective class or series of interest in which an investor is invested.
Read the rest of Item 5 (1,140 more words)
Generally, in consideration for investment management services provided to the Funds, North Reef receives a management fee calculated at an annual rate dependent upon the aggregate amount of fee-paying assets of the class or series of the respective Fund. The management fee is typically paid quarterly in advance, calculated and payable based on the value of the investor’s capital account(s) as of the end of the immediately preceding quarter plus any new subscriptions or on the date of a contribution if other than the beginning of a quarter. North Reef in its sole discretion reserves the right to waive, modify or calculate differently the management fee for certain investors, including for investors that are members, principals, employees or affiliates of the Adviser or for certain large or strategic investors. Management fees may be refunded for funds withdrawn at any time other than at the end of a calendar quarter, subject to the discretion of the respective General Partner to waive quarterly redemption requirements, based on pro rata portion based on the actual number of days remaining in such partial quarter.
In addition, with respect to the Funds, the Adviser is eligible to receive an annual performance allocation reallocated from the capital accounts of each investor to the Adviser. The performance allocation is calculated based upon an individual investor’s realized and unrealized return over a particular period of time compared to a “high-water mark” as set forth I the relevant offering documents. Performance allocations are generally made at the end of each calendar year and as of any date on which a limited partner makes a withdrawal from a particular Fund. When calculating the performance allocation, the management fee and all items of income, loss and expense incurred by the Fund will be taken into account. North Reef in its sole discretion reserves the right to waive, modify or calculate differently the performance allocation for certain investors, including for investors that are members, principals, employees or affiliates of the Adviser or for certain large or strategic investors. Investors in the Funds are generally limited in their ability to terminate their participation in the Funds. In addition to other redemption and transfer restrictions that are described in the respective Fund's offering materials, the Funds imposes a “lock-up” period during which investors may not withdraw capital. In processing withdrawal requests, the Adviser may elect to hold back the investor’s pro rata share of any capital reserved to fulfill Fund expenses, liabilities or any unpaid management fees. Neither North Reef nor any of its affiliates or related persons receive commission or transaction-based compensation related to the sale of interests in the Funds. With respect to Sub-Advised Accounts, the fees for services paid to North Reef and its affiliates are established by, and negotiated between, North Reef and each respective sponsor of the Sub-Advised Accounts (the “Primary Adviser”), who appoints North Reef as the Sub-Adviser. For the discretionary services provided by North Reef, the Primary Adviser typically pays North Reef a quarterly management fee in arrears calculated as a negotiated percentage of AUM/AUM Equivalent. In addition to the management fee, North Reef is eligible to receive a significant percentage of the appreciation of SubAdvised Accounts’ assets paid as performance-based/incentive fees or allocations as negotiated, and where applicable, subject to loss carryforward. Such fee is paid after the removal of allowable income and expenses calculated in accordance with the terms negotiated between North Reef and the Primary Adviser. North Reef negotiates fee waivers and management fee provisions separately with each Primary Adviser. It is very important that investors refer to the respective Fund’s governing documents for a complete understanding of how the Adviser is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund governing documents. Other Fees and Expenses The Funds typically pay their own expenses, as set forth in the respective offering materials. The Funds will incur other expenses in connection with North Reef’s advisory services that are not included in North Reef’s fees, including without limitation:
all general investment expenses (i.e., exchange commissions and expenses, brokerage commissions, research expenses, data processing costs and expenses, bank service fees, interest expenses, borrowing charges, custodial expenses, outsourced risk management advisory and software, investment-related consultants and travel costs that are researchrelated and other investment expenses);
all administrative, legal, accounting, auditing, record-keeping, tax form preparation, compliance, and consulting costs and expenses; all fees, costs and expenses related to middle office operations which may include daily reconciliation of cash, cost, positions, and valuations; fees, costs, and expenses of third-party service providers that provide such services; costs and expenses associated with preparing investor communications, printing, and mailing costs; insurance costs and expenses (e.g., for the assets of the Fund, D&O, E&O); marketing and syndication expenses; taxes and other governmental charges; governmental licensing, filing, and exemption fees (including Blue Sky filing fees); indemnification obligations; all expenses (including reasonable attorneys’ fees) incurred in connection with any threatened, pending, or anticipated litigation, IRS examination or audit, or similar audit or examination by any state or local taxing authority, or other legal proceeding; and any extraordinary expenses.
The Funds will also bear additional charges, including, without limitation, legal and organizational expenses in connection with the Funds’ formation and initial offering. Fund expenses will generally be shared by all investors on a pro rata basis or will be charged solely to investors who participate in the respective investments. Sub-Advised Accounts pay their own expenses as set forth in the relevant offering materials or investment management agreement. Expense Allocation Methodologies North Reef expects that several resources will be shared among its Clients to, among other things, enhance efficiency and strive to reduce the cost for each. When allocating such expenses among the participating Clients, North Reef takes into account a variety of considerations, including whether such expenses are permitted by a Client’s governing documents. North Reef uses methods that it believes, at the time such determinations are made, are fair and equitable in making such expense allocations. These methods vary depending on the type of expense, including allocations based on the amount of an investment owned, assets under management or relative benefit. Despite North Reef’s good faith judgment to arrive at a fair and equitable expense allocation methodology, the use of any particular methodology may lead a Client to bear relatively more expense in certain instances and relatively less in other instances compared to what such Client would have borne if a different methodology had been used. However, North Reef seeks to make expense allocations that are equitable on an overall basis in its good faith judgment. From time to time, North Reef in its good faith judgment may revise or change allocation methodologies in an effort to ensure that such expenses remain fairly and reasonably allocated among accounts without notifying impacted Clients.
Item 6. Performance-based fees and side-by-side management
As described above in Item 5 – Fees and Compensation, the Adviser is eligible to receive performancebased fees from investors in the Funds and other Clients. A significant percentage of the appreciation of Client assets which would otherwise be allocated to Clients may be paid to North Reef as performance7
based fees or allocations. This performance-based compensation is based upon unrealized, as well as realized, gains, and such unrealized gains may never be recognized by the Client.
Read the rest of Item 6 (356 more words)
It should be noted that the possibility for the Adviser to receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for North Reef to make investments that are riskier or more speculative than would be the case in the absence of such a performance-based fee. Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Fund and the risks associated with such performance-based compensation prior to making an investment. Fund assets and liabilities are valued in accordance with the Adviser’s valuation policy. In making valuation determinations, the Adviser may be deemed subject to a conflict of interest, especially with respect to illiquid securities, as the valuation of such assets and liabilities affects its compensation. There is no guarantee that the value determined with respect to a particular asset or liability by the Adviser will represent the value that will be realized by the Fund on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. The Adviser and its respective officers, directors, members or employees will devote such time to the management of Clients as they deem necessary. However, they are also responsible for advising or providing advisory services to other accounts, and may in the future organize, manage and advise investment funds or other entities with objectives similar to or different from those of Clients. Conflicts of interest may arise in allocating investment opportunities, management time, services or other functions amongst Clients and such other accounts. However, the Adviser recognizes that it is a fiduciary and, as such, must act in the best interests of Clients. Further, the Adviser recognizes that it must treat all Clients fairly and must refrain from favoring one Client’s interests over another. The Adviser has adopted policies and procedures designed to address conflicts of interest, including procedures regarding the allocation and aggregation of investment opportunities among Clients and a Code of Ethics, which includes a standard of business conduct and establishes policies and procedures with regard to personal securities transactions of North Reef personnel.
Item 7. Types of clients
North Reef provides investment advisory services to the Funds and the Sub-Advised Accounts. Each investor in the Funds must meet certain eligibility provisions. Interests in the Funds are generally offered to investors who qualify as both (i) accredited investors within the meaning of Regulation D of the Securities Act of 1933, and (ii) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the IC Act. Further, investors in the Funds are subject to minimum initial investment requirements. The Adviser may waive or increase minimum account sizes and decline to accept new investments in its sole discretion.
Item 8. Methods of analysis, investment strategies and risk of loss
All references to the Funds in this Brochure, including, but not limited to, their investments and management strategies, are qualified in their entirety by reference to the respective Fund’s offering documents or applicable investment management agreements. The following is a general discussion of the methods of analysis, investment strategies and the risk of loss associated with North Reef’s overall investment strategy. These risk factors may change over time. There can be no assurance that the Funds
Read the rest of Item 8 (10,846 more words)
will achieve their objectives or that the Funds will not incur losses. Investors in the Funds must be prepared to lose all or substantially all of their investment in the Funds. THE INFORMATION BELOW IS INTENDED TO SERVE AS A SUMMARY OF POTENTIAL RISKS OF INVESTING. THE FOLLOWING IS NOT A SUBSTITUTE FOR THE OFFERING DOCUMENTS OF THE RESPECTIVE FUND OR INVESTMENT MANAGEMENT AGREEMENTS OF THE SUB-ADVISED ACCOUNT. POTENTIAL INVESTORS IN A FUND MUST REVIEW OFFERING DOCUMENTS IN THEIR ENTIRETY BEFORE INVESTING. THIS INFORMATION MAY BE BOTH SUPPLEMENTED AND SUPERSEDED BY INFORMATION IN THE OFFERING DOCUMENTS FOR THE FUND OR RESPECTIVE INVESTMENT MANAGEMENT AGREEMENTS. The investment strategy of the Flagship Fund seeks to generate a low volatility, double digit annual return, across all market environments through the management of a hedged equity portfolio primarily focused on the North American financial services sector. The Fund primarily buys and sells US and Canadian publicly listed equity securities, without restriction to the issuer’s country of domicile, but can also initiate derivatives transactions such as options, futures, or warrants, and also employs margin borrowings. The Fund may, in the future, also engage in trading of securities listed on European exchanges as part of its investment universe. The Flagship Fund investment strategy includes: • Coverage of the North American financial services industry, including approximately 400 public equities within the manager’s investment universe. • Idea generation based on developing a thesis, establishing a target price, assessing sentiment, and weighing risks including establishing a downside target price. • Portfolio construction is the selection and sizing of core positions and trading positions to express the investment team’s macro and micro views within North Reef’s risk guidelines. • Risk management processes that involve operating the investment portfolio within preestablished risk guidelines including limits on position concentration and liquidity and limits at the portfolio level on net market exposure and leverage. The investment strategy of the Opportunity Fund seeks to capture alpha generation from consolidation that it believes is coming in the U.S. banking sector driven by certain regulatory, economic, and competitive factors present. The strategy primarily buys and sells US and Canadian publicly listed equity securities but may also initiate derivatives transactions such as options or, futures, or warrants, and expects to employ margin borrowings. The Opportunity Fund investment strategy will generally consist of 20 to 30 stock positions, including bank-specific ETFs. Position sizing will be determined in part by the upside or downside potential of each position, as well as the overall portfolio positioning, expected volatility, and North Reef’s conviction in the research underlying the position. For both strategies, the Adviser reserves the right to alter the risk guidelines based on the Adviser’s discretion of the opportunity set. The investment strategies that we employ involve significant risks. Investors must be prepared to bear the loss of their entire investment. The following summary of certain risks does not purport to be complete but includes some of the potential risks generally associated with North Reef’s investment strategies.
Significant Risks There can be no assurance that a Client’s objective will be achieved or that the investment strategies North Reef employ will be successful. Clients must be prepared to lose all or substantially all of their investment. The following describes the principal risks involved in North Reef’s investment strategies, generally. Not all of these risks will be equally relevant to each Client at any given time. General Risks Reliance on North Reef and no Authority by Investors The success of the Firm depends on the ability of North Reef to develop and implement investment strategies to achieve the Firm’s investment objectives. Although North Reef may impose limits on the types of positions the Firm may take, or the concentration of its investments, the Firm’s organizational documents imposes no such limits. Investors will have no right or power to take part in the management of the pooled investment vehicles they are respectively invested in. The Firm’s investment performance could be materially adversely affected if any members of the investment team were to die, become ill or disabled, or otherwise cease to be involved in the active management of the business of the Firm’s portfolios. Dependence on Key Personnel North Reef and the General Partner are dependent on the services of its principals and key personnel, including James H. Hanna III. The success of the Firm may depend to a great extent on the investment skills of North Reef’s principals and key personnel. There can be no assurance that James H. Hanna III or any other principals or key personnel will continue to be associated with North Reef, the General Partner, and their affiliates. The Firm and its Clients may be adversely affected if, because of illness, resignation, or other factors, the services of the relevant people were not available for any significant period of time. Operating Deficits The expenses of operating the Fund (including management fees) and the Sub-Advised Accounts could exceed its income. This would require that the difference be paid out of the Client’s capital, reducing the amount of capital available to the Fund or the Sub-Advised Accounts for investment and the Client’s potential for profitability. Cybersecurity As part of its business, the General Partner and North Reef process, store, and transmit large amounts of electronic information, including information relating to the transactions of North Reef and personally identifiable information of the investors. Similarly, service providers of the General Partner, North Reef, or the Clients, especially the Administrator, may process, store and transmit such information. The General Partner and North Reef have procedures and systems in place to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to
the General Partner or North Reef may be susceptible to compromise, leading to a breach of the General Partner’s or North Reef’s network. The General Partner’s and North Reef’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Breach of the General Partner’s or North Reef’s information systems may cause information relating to the transactions of North Reef and personally identifiable information of the investors to be lost or improperly accessed, used, or disclosed. The service providers of the General Partner, North Reef, and the Clients are subject to the same electronic information security threats as the General Partner and North Reef. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of North Reef and personally identifiable information of the investors may be lost or improperly accessed, used, or disclosed. The loss or improper access, use, or disclosure of the General Partner’s, North Reef’s, or the Client’s proprietary information may cause the General Partner, North Reef or the Clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention, or reputational damage. Any of the foregoing events could have a material adverse effect on North Reef. Security Breaches Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could result in the halting of the Firm’s operations, the suspension of redemptions or a loss of Firm’s Client assets. While North Reef generally intend to use and rely on third-party security systems maintained by the exchanges on which the Firm’s trades are effected, such security systems are not impenetrable and may not be free from defect, and any loss due to a security breach or software defect will not be borne by North Reef. Use of Artificial Intelligence In the course of its business, North Reef may use certain technologies and tools commonly referred to as artificial intelligence (“AI” and such tools, “AI Tools”), including “generative” AI. These may include large language models, machine learning, neural networks, artificial narrow intelligence, and similar tools, models and systems. Although North Reef believes AI Tools have advantages and benefits for many applications, there are inherent risks to such technologies. For example, the outputs produced from AI Tools could contain errors, which may diminish the effectiveness of such AI Tools and/or adversely affect the Clients, and such errors may be difficult to detect. Clients should assume that any use of AI Tools could be subject to the risks discussed in “Computer Systems,” among other risks. While North Reef imposes various controls in an effort to mitigate such risks, there can be no guarantee that the risks associated with AI Tools will not adversely affect the Clients. Additionally, AI Tools are also subject to increasing scrutiny globally from lawmakers and regulators. Various governmental entities are increasingly considering laws and/or market restrictions relating to AI Tools. Any such laws and/or market restrictions could impair the ability of North Reef to fully implement AI Tools in connection with the management of the Clients’ assets or otherwise, which could have an adverse impact on the performance of the Clients. Moreover, it is impossible to predict the future risks that may arise from such developments.
North Reef will likely be further exposed to the risks of machine learning technology through third parties (including North Reef’s or Clients’ service providers or counterparties) that use AI Tools, and North Reef may not always be aware of such use. North Reef cannot control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of machine learning technology and its widespread potential uses, North Reef expects that its policies and procedures will continue to evolve in response to such unique challenges. Systems and Operational Risk The Firm’s investment strategy relies extensively on computer programs and systems to trade, clear and settle security transactions, to evaluate certain securities based on real-time trading information, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of account activities. In addition, certain of the Firm’s operations interface with or depend on systems operated by third parties, including its prime brokers and market counterparties and their subcustodians and other service providers, and the Firm may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by worms, viruses and power failures. Any such defect or failure could have a material adverse effect on the Firm’s portfolios. Financial Institutions Risk North Reef relies upon third-party banks or other custodians to hold and safeguard its Client’s assets. While North Reef carefully selects and monitors its custodians, there is no guarantee that such custodians will not experience financial difficulties or otherwise fail, which could prevent the Firm from accessing Client funds, securities, or credit facilities. These events could negatively impact Firm performance or result in substantial delays in the return of capital to investors. Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank ("SVB") was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. Despite subsequent actions taken by the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC to ensure that all depositors of SVB had access to all of their cash deposits following the closure of SVB, uncertainty and liquidity concerns in the broader financial services industry remain. North Reef regularly maintains cash balances at banks or other custodians in excess of the FDIC insurance limit. Each of these parties’ access to cash in amounts adequate to pay expenses, purchase new investments and otherwise operate its business could be significantly impaired by the financial institutions with which it maintains cash balances to the extent such financial institutions face liquidity constraints or failures. In addition, investor concerns regarding the U.S. or international financial systems may increase the risk of default of particular investments, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all of which could have a material adverse effect on the performance of the Firm’s investments, returns and the ability of the Firm to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the Firm’s ability to recover therefrom. In addition, while it is not always possible to predict the extent of the impact that the failure of any financial institution or the high market volatility and instability of the banking sector could have on economic activity and North Reef in particular, the failure
of other banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these events could adversely impact the Firm and its investments. Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, pandemics, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of North Reef to execute their respective strategies and to receive an attractive return on investment. This may slow the rate of future investments and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such on North Reef. It has become common for politicians in the U.S. Congress to use the statutory debt limit of the United States (“Debt Ceiling”) for political gain. If the Debt Ceiling is breached, the U.S. Department of the Treasury may take extraordinary measures to prevent the U.S. from defaulting on its obligations. If Congress does not raise the Debt Ceiling, the U.S. could default on its obligations, including Treasury securities that play an integral role in financial markets. A default by the U.S. could result in unprecedented market volatility and illiquidity, heightened operational risks relating to the clearance and settlement of transactions, margin and other disputes with clients and counterparties, an adverse impact to investors, downgrades in the U.S. credit rating, further increases in interest rates and borrowing costs and a recession in the U.S. or other economies. Even if the U.S. does not default, continued uncertainty relating to the Debt Ceiling could result in downgrades of the U.S. credit rating, which could adversely affect market conditions. Effect of Substantial Withdrawals Substantial withdrawals by investors within a short period of time could require or result in the liquidation of investment positions more rapidly than would otherwise be desirable, possibly reducing the value of North Reef’s assets and/or disrupting North Reef’s investment strategy. Reduction in the size of the Firm’s Clients could make it more difficult to generate a positive return or to recoup losses due to, among other things, reductions in the Firm’s ability to take advantage of particular investment opportunities or decreases in the ratio of its income to its expenses. The General Partner may permit some investors to have access to more information about the Firm’s investments, or to obtain information more rapidly, than investors generally. In addition, withdrawals or redemptions by investors in other investment vehicles or accounts managed by the General Partner or North Reef, some of which may have more advantageous information and/or liquidity rights than those provided to investors, could adversely affect the value of portfolio positions held by the Firm. Further, a significant withdrawal of Capital Accounts from the Firm’s Clients may cause a temporary imbalance in the Client’s portfolios, which may adversely affect the remaining non-withdrawing investors. The Firm may distribute cash and/or assets to withdrawing investors who have no need for liquidity in the investment, other than to pay annual tax liabilities associated with the Firm.
Potential Mandatory Withdrawal The General Partner may, in its sole discretion at any time, require an investor to withdraw all or a portion of its capital account. Such a mandatory withdrawal could result in adverse tax and/or economic consequences to such investor. Risk of Asset Growth If the assets managed by North Reef and its affiliates grow significantly, it may adversely affect the Firm’s investment performance. It becomes more difficult to find attractive investment opportunities as the amount of assets that North Reef must invest increases. In this event, the Firm may find it necessary to invest in a greater number of positions than it currently intends, which could dilute its focus on individual positions, impair its ability to monitor existing and potential investments, and result in investments in positions that it otherwise would not select. In addition, with greater assets to invest, it will be increasingly difficult for North Reef to make investments large enough to be meaningful to their overall portfolios. Contingency Reserves The General Partner, following consultation with the Firm, may on behalf of the Fund establish reserves for contingencies (including general reserves for unspecified contingencies). The establishment of such reserves will not insulate any portion of the Fund’s assets from being at risk, and such assets may still be traded by the Fund. A pro rata portion of any reserve may be withheld from distribution to a withdrawing investor. Tax Liability Without Distributions Investors must recognize for income tax purposes their pro rata shares of the taxable net income of the Fund, regardless of whether the investors requested a partial withdrawal from the Fund to cover their income tax liabilities. Taxable income can be expected to differ from Net Income, primarily because generally only realized gains and losses are considered for income tax purposes but Net Income and Net Loss will include unrealized gains and losses. The Fund may generate taxable income for an investor even though the value of the investor’s interest in the Fund has declined. It will generally be necessary for investors to pay such tax liabilities out of separate funds or withdrawals from the Fund. There are significant limitations on an investor’s right to withdraw funds from the Fund. Sufficient information may not be available in time for the investor to determine accurately an amount to withdraw to pay taxes for a given fiscal year. Information Rights Subject to the sole discretion of the General Partner, certain investors may invest on terms that provide access to information that is not generally available to other investors, and as a result, may be able to act on such additional information (i.e., withdraw their capital accounts) that other investors do not receive. Performance Allocation to the General Partner The General Partner is entitled to receive a performance allocation, based upon the net capital appreciation, if any, allocated to the investor’s capital account. The performance allocation may create an incentive for the Firm to make investments that are riskier or more speculative than would be the case if
such arrangement were not in effect. In addition, because the performance allocation is calculated on a basis which includes unrealized appreciation of the Fund’s assets, it may be greater than if such compensation were based solely on realized gains. Side Letter Agreements In accordance with common industry practice, the General Partner and/or the Firm may enter into one or more Side Letters or similar agreements with certain investors pursuant to which they may agree to vary certain of the terms applicable to any such investor or grant to any such investor specific rights, benefits, or privileges that are not made available to investors generally. The General Partner and/or the Firm may also agree to provide a greater level of disclosure regarding the investments and activities of the Fund to certain investors than other investors. Such agreements will be disclosed only to those actual or potential investors that have separately negotiated with the General Partner and/or the Firm for the right to review such agreements. Cross-Class Liability The Fund has the power to issue interests in different classes. However, the Fund is a single legal entity and there is no limited recourse protection for any class. Accordingly, all of the assets of the Fund will be available to meet all of its liabilities regardless of the class to which such assets or liabilities are attributable. In practice, cross-class or cross-series liability is only expected to arise where liabilities referable to one class are in excess of the assets referable to such class and it is unable to meet all liabilities attributed to it. In such a case, the assets of the Fund attributable to other classes may be applied to cover such liability excess and the value of the contributing classes will be reduced as a result. Mini-Master Feeder Structure The Fund is also the investment vehicle for the offshore fund. The offshore fund invests substantially all of its assets in the Fund. The “mini-master” fund structure presents certain unique risks to investors. For example, a smaller feeder fund investing in a mini-master fund may be materially affected by the actions of a larger feeder fund investing in such mini-master fund. If a larger feeder fund redeems its shares of a mini-master fund, a remaining feeder fund may experience higher pro rata operating expenses, thereby producing lower returns. A mini-master fund may become less diverse due to a redemption by a larger feeder fund, resulting in increased portfolio risk. A mini-master fund is a single entity and creditors of such master fund may enforce claims against all assets of such mini-master fund. The Fund may enter into an arrangement with other investment funds managed by the General Partner or the Adviser with the same or substantially similar investment objectives as the Fund’s to either allow other funds to contribute their assets to the Fund to invest, or to pursue its investment activities by investing all or a portion of its assets in a “Master Fund” that will conduct the investment activities described in applicable governing documents. Reliance on Third Party Service Providers North Reef and the Funds rely extensively on custodians, prime brokers, executing brokers, counterparties, and the Administrator to provide a range of essential services necessary for the Funds’ and North Reef’s operations. These services include executing, clearing, and settling portfolio transactions; reporting transactions and positions; preparing financial reports; processing subscriptions
and redemptions; and coordinating and supplying information for regulatory reporting and related purposes. A failure by any of these service providers to perform its duties accurately or effectively— including incidents involving fraud, theft, material errors, or data breaches—could materially impair a Fund’s or North Reef’s operations or result in the loss of assets. For example, portfolio transactions ordered by North Reef might not be executed as intended, or North Reef might make decisions based on incorrect information. Any such failures, errors, or misconduct could cause North Reef and/or the Funds to incur losses. Investors should carefully review the relevant confidential private offering memorandum and other governing documents for a complete discussion of the material risks associated with the types of securities in which North Reef invests on behalf of the Funds. The information contained herein is a summary only and is qualified in its entirety by those documents. Terrorist Action There is a risk of terrorist attacks on the United States and elsewhere causing significant loss of life and property damage and disruptions in global markets. Economic and diplomatic sanctions may be in place or imposed on certain states and military action may be commenced. The impact of such events is unclear but could have a material effect on the general economic conditions and market liquidity. Natural Disasters Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena have been and can be highly disruptive to economics and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation. North Reef is not able to predict the extent, severity or duration of the effect of any past or future natural disaster and related events or quantify the impact that these events can have on investment objectives or the markets where an underlying Fund investment will be located. In addition, due to the uncertainty of their duration and the timing of recovery, the Investment Manager is not able to predict the extent to which a natural disaster will have a material adverse effect on the Funds or the investors. Pandemics The securities industry is subject to risks related to public health crises such as the pandemic associated with the 2019 novel coronavirus (“COVID-19”). A global disease outbreak, and the public and private sector policies and initiatives in response thereto (such as the imposition of travel restrictions and the adoption of remote working), impacts issuers across many industries. Furthermore, pandemics impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates. Due to the speed with which pandemics develop and the uncertainty of their duration and the timing of recovery, the Investment Manager is not able to predict the extent to which a pandemic, including the COVID-19 pandemic, will have a material adverse effect on the Funds or the investors Geopolitical Risks and Force Majeure An unstable geopolitical climate and continued threats of terrorism could have a material adverse effect on general economic conditions, market conditions and market liquidity. For example, the United States and governments globally have seen a rise in populist and nationalist tendencies, with political parties espousing such themes gaining strength in local and national elections. In addition, geopolitical tensions, including the conflict between Russia and Ukraine, the attack on Israel by Hamas, the effects of which
have destabilized the region, and rising tensions between the United States and China, and the impact of long term financial and economic sanctions, could lead to uncertainty, disruption, and volatility in global markets and industries that could negatively impact the Firm. Moreover, certain current events and resulting movements (including protests) have caused social unrest in the United States and in other parts of the world. At times, such movements have been accompanied by violence and looting which has seen certain businesses suffer physical damage and economic loss. In addition, such movements have seen certain businesses become subject to adverse publicity and heightened scrutiny as a result of historical action or inaction. To the extent that North Reef invest(s) in companies that are impacted by such social unrest, physical damage and economic loss or the threat thereof (e.g., in the retail sector), there could be a material adverse impact on North Reef and its investments. Geopolitical tensions, such as Russia’s incursion into Ukraine, has led to disruption, instability and volatility in global markets and industries that could negatively impact companies. The U.S. and other governments have imposed meaningful sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. Adviser will be required to comply with such measures and the full impact of such measures (including supply chain disruptions), as well as potential responses to them by Russia, is currently unknown and may become significant. Tariffs Changes in trade policy, including the imposition of new tariffs, quotas, sanctions, or other trade barriers by the U.S. or foreign governments, may adversely affect the value, volatility, and liquidity of investments in certain issuers, sectors, or countries. Trade disputes can lead to supply chain disruptions, higher input costs, reduced demand for exports, and retaliatory measures, which may negatively impact our business. These developments may occur rapidly, be difficult to predict, and result in increased market volatility and investment losses for client accounts. Fund Risks General Investment and Trading Risks An investment advised by North Reef involves a high degree of risk, including the risk that the entire amount invested may be lost. North Reef invests in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. No guarantee or representation is made that North Reef’s program will be successful. North Reef’s investment program may utilize investment techniques, the use of which can, in certain circumstances, maximize the adverse impact to which North Reef may be subject. Deploying Newly Contributed Capital North Reef may encounter periods during which it will incur certain risks relating to new contributed capital. Moreover, these periods also represent a special risk in that the level of diversification of the Firm’s Client portfolios may be lower than in a fully invested portfolio. Undisclosed Investing Strategy North Reef’s investment strategy and the techniques it will employ to attempt to reach its Clients’ goals are proprietary and are not required to be disclosed to potential or current investors or other Clients.
Undisclosed Positions In an effort to protect the confidentiality of its positions and its strategies, North Reef generally will not disclose its Clients’ positions to investors on an ongoing basis. North Reef, upon consultation with the General Partner, may from time to time permit such disclosure to certain investors. Changes in Investment Strategies The General Partner has broad discretion to expand, revise or contract the Firm’s advisory business without the consent of the investors. Regarding the Fund, the Fund’s investment strategies may be altered, without prior approval by, or notice to, the investors, if North Reef, in consultation with the General Partner, determines that such change is in the best interest of the Firm’s Clients. Short Selling Short selling involves selling securities which are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities, among other things. The extent to which the Firm engages in short sales depends upon North Reef’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to North Reef of buying those securities to cover the short position. There can be no assurance that the Firm will be able to maintain the ability to borrow securities sold short. In such cases, North Reef can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position are available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Net Cash North Reef may hold a significant portion of its portfolio in cash and cash equivalents. This may result in the Firm’s investment results underperforming market indices, or a portfolio which is 100% invested without any net cash holdings. Highly Volatile Markets The prices of financial instruments in which North Reef may invest can be highly volatile. Price movements of forward and other derivative contracts in which the Firm’s assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The Firm is subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. Inflation Risk In 2022 and 2023, in light of increasing inflation, the U.S. Federal Reserve (the “Fed”) increased interest rates multiple times. Although interest rates have come down, inflation is still a concern and the Fed could raise interest rates again because of the current robust economy, which could create downward pressure
on the value of certain investments made by the Firm. Further, the Firm may face difficulty in realizing value from investments due to sustained declines in equity market values as a result of concerns regarding interest rates. Inflation and rapid fluctuations in inflation rates have in the past had, and may in the future have, negative effects on economies and financial markets. In an attempt to stabilize inflation, governments will likely continue to intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. If inflation were to decrease at rates slower than those anticipated in underwriting investments, the effective rate of return on such investments may be reduced and as a result, could have a material and adverse impact on North Reef and its investments. High Risk Investments While investments in companies in certain industries offer the opportunity for significant capital gains, such investments involve a high degree of business, financial, technological and regulatory risk, which can result in substantial losses. Moreover, the Firm’s portfolio may include investments particularly subject to increased risk because they are in companies at an early stage of development, which have been or may go into bankruptcy, acquired as leverage buyouts subject to interest rate fluctuations, or engaged in highly competitive industries dominated by companies with substantially greater resources. As a result, North Reef may experience substantial volatility and potential for loss. North Reef believes that its investment program and research techniques moderate this risk through a careful selection of securities and other financial instruments. However, no guarantee or representation is made that the program will be successful. Unidentified Investments; Competitive Market for Investments North Reef may be very selective when seeking investments. The business of identifying and structuring certain transactions is competitive (and may become more competitive in the future), and involves a high degree of uncertainty. There can be no assurance that North Reef will be able to locate and complete attractive investments or that it will be able to adhere to the investment strategy outlined herein. Furthermore, there can be no assurance that North Reef will be able to invest the entire amount of the Firm’s assets or that suitable investment opportunities will otherwise be identified. If North Reef is unable to identify adequate investments at any given time, a significant portion of the Firm’s assets may be held in cash or equivalents, which produce low rates of return. Use of Leverage North Reef may leverage its capital because the Firm believes that the use of leverage may enable the Firm to achieve a higher rate of return. Accordingly, the Firm may pledge its investments in order to borrow additional funds for investment purposes. North Reef may also leverage its investment return with options, short sales, swaps, forwards, and other derivative instruments. The amount of borrowings which the Firm may have outstanding at any time may be substantial in relation to its capital. While leverage presents opportunities for increasing North Reef’s total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the Firm would be magnified to the extent North Reef is leveraged. The cumulative effect of the use of leverage by the Firm in a market that moves adversely to the Firm’s investments could result in a substantial loss to North Reef which would be greater than if the Firm were not leveraged. The use of short-term margin borrowings results in certain additional risks to North Reef. For example, should the securities pledged to brokers to secure the Client’s margin accounts decline in value, the Firm could be subject to a “margin
call”, pursuant to which the Firm must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Firm’s assets, the Firm might not be able to liquidate assets quickly enough to satisfy its margin requirements. Brokerage Commissions/Transaction Costs During some periods, North Reef’s activities may involve a high level of trading, and the turnover of its portfolio may generate substantial transaction costs. These costs will be borne by the Firm regardless of its profitability. Hedging Transactions North Reef, on behalf of the Clients, generally will not attempt to hedge all or any market or other risks inherent in the Client’s portfolio positions, and may hedge certain risks, if at all, only partially. North Reef may choose not, or may determine that it is economically unattractive, to hedge all or certain risks – either in respect of particular positions or in respect of its overall portfolio. North Reef’s portfolio composition will commonly result in various directional market risks remaining unhedged. Even if North Reef is successful in reducing or controlling risk through hedging, the cost of hedging may have the effect of reducing returns. Furthermore, it is possible that North Reef’s hedging strategies will not be effective in controlling risk, due to unexpected non-correlation (or even positive correlation) between the hedging instrument and the position being hedged, increasing rather than reducing both risk and losses. Limited Diversification North Reef may select investments that are concentrated in a limited number or types of investments. This limited diversity could expose the Fund to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments. Counterparty Risk Some of the markets in which North Reef may affect its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Firm to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing North Reef to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Firm has concentrated its transactions with a single or small group of counterparties. North Reef is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, North Reef has no internal credit function that evaluates the creditworthiness of their counterparties. The ability of the Firm to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparty’s financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Firm.
Asset Valuation The General Partner and North Reef have substantial discretion in determining the value of the Fund’s assets and liabilities, whether or not a public market exists for assets of the same class or type. While some marketable assets are valued based on prices reported in the public markets, other investments may be more thinly-traded or subject to irregular trading activity. Determinations on the value of certain investments, and how to value assets and liabilities as to which limited prices or quotations are available, are based on the General Partner’s or North Reef’s recommendations or instructions to the Administrator. The General Partner and the Firm may face a conflict of interest in making any of these valuation decisions or recommendations. If the General Partner’s valuation of any such asset is inaccurate, the General Partner might receive a performance allocation and the Firm may receive a Management Fee that is greater than the fee to which they would otherwise be entitled. Any such inaccuracy could adversely affect investors. Additionally, any reduction in the value of any assets or increase in the value of any liabilities held by the Fund would reduce the amount of fees to which the General Partner or the Firm may be entitled. No Control Over Portfolio Companies The Firm may acquire substantial positions in the securities of particular companies. Nevertheless, North Reef is unlikely to be represented on the board of directors or share any control over the management of any such company. The success of each investment depends on the ability and success of the management of that company, in addition to economic and market factors. Illiquidity of Interests; In-Kind Distributions An investment in the Fund is illiquid and is not suitable for an investor who needs liquidity. There is no public market for Interests (nor is any public market expected to develop for such Interests) and the Fund’s governing documents imposes significant limitations on investors’ abilities to transfer Interests. Interests may not be transferred or pledged except in compliance with significant restrictions on transfer as required by Federal and state securities and commodities laws and as provided in the Fund’s governing documents. The Fund’s governing documents do not permit an investor to transfer or pledge all or any part of its Interest to any person without the prior written consent of the General Partner, the granting of which is in the General Partner’s sole discretion. In addition, rights to withdraw funds from the Fund are subject to several limitations. The General Partner may consent (or, in its sole discretion, decline to consent) to deviations from one or more of the procedures or limitations regarding withdrawals. The General Partner, following consultation with the Firm, has the discretion to cause the Fund to deliver amounts withdrawn in-kind rather than cash. The assets so delivered may be relatively illiquid and the investor would bear the risk of a decline in their value after the effective time of its withdrawal. Further, such investments that are distributed may not be readily marketable or saleable and may have to be held by such investor for an indefinite period of time. Any such in-kind distributions will not materially prejudice the interests of the remaining investors. These facts, taken together, will significantly affect the liquidity of an investor’s investment in the Fund. Legal Counsel Documents relating to North Reef, including the subscription documents to be completed by each investor, as well as the Fund’s governing documents, are detailed and often technical in nature. ColeFrieman & Mallon LLP is legal counsel to the Fund, the General Partner and the Firm and Maples and
Calder (Cayman) LLP (“Maples and Calder”) is Cayman Islands legal counsel to the Fund and neither ColeFrieman & Mallon LLP nor Maples and Calder represent the interests of any shareholder. Accordingly, each prospective investor is urged to consult with its own legal counsel before investing with North Reef. Finally, in advising as to matters of law (including matters of law described in relevant governing documents), legal counsel has relied, and will rely, upon representations of fact made by the General Partner, the Firm and other persons in relevant governing documents and other documents. Such advice may be materially inaccurate or incomplete if any such representations are themselves inaccurate or incomplete, and legal counsel generally will not undertake independent investigation with regard to such representations. Investment Instrument Risks Equity Securities The value of the equity securities held by North Reef are subject to market risk, including changes in economic conditions, growth rates, profits, interest rates and the market’s perception of these securities. While offering greater potential for long-term growth, equity securities are more volatile and riskier than some other forms of investment. Small- and Mid-Cap Risks A portion of North Reef’s assets may be invested in securities of small-cap and mid-cap issuers. While in North Reef’s opinion the securities of small- and mid-cap issuers may offer the potential for greater capital appreciation than investments in securities of large-cap issuers, securities of small- and mid-cap issuers may also present greater risks. For example, some small- and mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses, and earnings. Their securities may be thinly traded, may be followed by fewer investment research analysts, and may be subject to wider price swings, and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of small- and mid-cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments, and to market rumors than are the market prices of large-cap issuers. Transaction costs in securities of smalland mid-cap issuers may be higher than in those of large-cap issuers. Exchange-Traded Funds North Reef may invest in exchange-traded funds (“ETFs”), which are a type of index fund bought and sold on a securities exchange. The risks of owning ETF shares generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile. Investors in ETFs bear a proportionate share of the expenses of those ETFs, including management fees, custodial and accounting costs, brokerage commissions, and other transaction costs. ETFs are also subject to other risks, including the risk that their prices may not correlate perfectly with changes in the underlying index and the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. An exchange-traded sector fund may also be adversely affected by the performance of that specific sector or group of industries on which it is based.
Derivatives Derivatives are financial contracts whose value depends on, or is derived from, an underlying product, such as the value of a futures or commodities contract. North Reef may make use of derivatives in their trading. Derivatives often carry a high degree of embedded leverage and consequently, are highly price sensitive to changes in interest rates, government policies, economic forecasts and other factors which generally have a much less direct impact on the price levels of the underlying instruments. Specifically, the risks generally associated with derivatives include the risks that: (1) the value of the derivative will change in a manner detrimental to North Reef; (2) before purchasing the derivative, North Reef will not have the opportunity to observe its performance under all market conditions; (3) another party to the derivative may fail to comply with the terms of the derivative contract; (4) the derivative may be difficult to purchase or sell; and (5) the derivative may involve indebtedness or economic leverage, such that adverse changes in the value of the underlying asset could result in a loss substantially greater than the amount invested in the derivative itself or in heightened price sensitivity to market fluctuations. Options North Reef may buy or sell (write) both call options and put options on various underlying investments including options on specific securities, options on securities indices, and options on security futures contracts. When North Reef writes options, it may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns investments of the same class and amount as those to which the call option applies. A put option is covered when the writer has an open short position in investments of the relevant class and amount. North Reef’s option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another investment position) or a form of leverage, in which North Reef has the right to benefit from price movements in a large number of investments with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances. In general, without taking into account other positions or transactions North Reef may enter into, the principal risks involved in options trading can be described as follows: When North Reef buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of their investment in the option (including commissions). The Firm could mitigate those losses by selling short, or buying puts on, the investments for which it holds call options, or by taking a long position (e.g., by buying the investments or buying calls on them) in investments underlying put options. When the Firm sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered”. If it is covered, North Reef would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss North Reef might suffer as a result of owning the security. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk.
Commodity Futures Contracts North Reef may trade futures and/or commodity interests (e.g., futures contracts on commodities, securities indices, or currencies). As with some other derivatives, futures trading can provide a form of leverage, allowing North Reef to participate in market price fluctuations of securities indices or commodity interests underlying futures (or options on futures), while investing only a small percentage of the value of those underlying securities indices or commodity interests. Trading in futures can be highly speculative and may entail risks that are greater than investing in securities. Some of those risks include the following:
Futures Trading is Volatile and Speculative. Futures markets are highly volatile. Futures contracts are influenced by, among other things: changing supply and demand relationships, governmental actions, agricultural and commercial trade programs and policies, national and international political events, national and international economic events, weather and other natural occurring phenomena, and prevailing psychological characteristics of the marketplace. There is no assurance that North Reef will engage in profitable trades for its Clients or that its Clients will not incur substantial losses. Futures Trading is Highly Leveraged. The margin deposit required to enter into a futures position is typically 2-10% of the total value of the contract. As a result, if the Client’s account is margined, a relatively small price movement in a commodity futures contract may result in a loss to the investor equal to or substantially greater than the amount of the deposit. Combined with the volatility of futures prices, the leveraged nature of futures trading can cause futures traders to sustain large and sudden losses of their capital. When the market value of a particular open position changes to a point where the margin on deposit in a participating investor’s account does not satisfy the applicable maintenance margin requirements imposed by North Reef’s futures commission merchant (“FCM”), the Clients, and not North Reef, will receive a margin call from the FCM. If North Reef does not satisfy the margin call within a reasonable time (which may be as brief as a few hours), the FCM will close out North Reef’s position. Futures Positions May Be Illiquid. Futures positions may be closed out only on the exchange on which they were entered into or through a linked exchange. Most commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Once the price for a particular contract has increased or decreased by an amount equal to the “daily limit”, positions can be neither taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent North Reef from liquidating unfavorable positions and subject it to substantial losses. In addition, the Firm may not be able to effect futures contract trades at favorable prices if trading volume in those contracts is low. Cash Flow. Futures contracts gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions generally are not, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short-term cash flow needs. Were this to occur during an adverse move in the spread or straddle relationships, a substantial loss could occur. Futures exchanges and the CFTC typically have the right to suspend or limit trading in the contracts that each such exchange lists. Such a suspension or limitation could render it impossible for the Firm to liquidate its positions and thereby expose it to losses. In addition, there is no guarantee that exchange and other secondary markets will always remain liquid enough for North Reef to close out existing futures positions. It is also possible that an exchange
or the CFTC could order the immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. Counterparties, FCMs, and other Third Parties. In entering into futures contracts and options on futures contracts, there is a credit risk that a counterparty will not be able to meet its obligations to North Reef. The counterparty for futures contracts and options on futures contracts traded in the United States exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of its members, and as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, it is normally backed by a consortium of banks or other financial institutions. There can be no assurance that any counterparty, clearing members, or clearinghouse will be able to meet its obligations to North Reef. In addition, under the Commodity Exchange Act, FCMs are required to maintain customers’ assets in a segregated account. If the Firm engages in futures and options contract trading and the FCMs with whom the Firm maintains accounts fail to so segregate the Firm’s assets or are not required to do so, North Reef will be subject to a risk of loss in the event of the bankruptcy of any of its FCMs. Even where customers’ funds are properly segregated, North Reef might be able to recover only a pro rata share of its property pursuant to a distribution of bankrupt FCM’s assets.
Non-U.S. Securities Although North Reef’s emphasis will be on U.S. listed equities, the Firm may invest in non-U.S. securities. Investments in securities of non-U.S. issuers pose a range of potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers. Transaction costs of investing in nonU.S. securities markets are generally higher than in the U.S. There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the United States. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The Firm might have greater difficulty taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures which in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect North Reef’s performance. Currency North Reef may invest a portion of its assets in instruments denominated in currencies other than the U.S. dollar, the price of which is determined with reference to currencies other than the U.S. dollar. Client accounts will, however, be valued in U.S. dollars. To the extent unhedged, the value of the assets will fluctuate with U.S. dollar exchange rates as well as the price changes of investments in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the other currencies will reduce, all other economic factors being constant, the effect of increases and magnify the effect of decreases in the prices of the account’s securities in their local markets. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on non-U.S. dollar securities. To the extent permitted, the Firm also may, but does not expect to regularly do so, utilize options and forward contracts to hedge
against currency fluctuations, but there can be no assurance that such hedging transactions will be effective. Regulatory Risks Business and Regulatory Risks of Hedge Funds Legal, tax and regulatory changes could occur over the course of North Reef’s advisory operations that may adversely affect the Firm’s Clients. The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the value of investments held by North Reef and the ability of North Reef to obtain the leverage it might otherwise obtain or to pursue its trading strategies. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on the Firm could be substantial and adverse. Tax Considerations North Reef will be permitted to utilize leverage and borrow. Thus, tax-exempt investors may incur an income tax liability with respect to their share of any unrelated business taxable income (“UBTI”) North Reef may generate, if applicable. Each investor should consult with and rely on its own independent tax counsel as to the U.S. Federal income tax consequences of an investment in the Firm based on its particular circumstances, as well as to applicable state, local or non-United States tax laws. Investment Company Regulation The Firm’s Fund relies on Section 3(c)(7) of the IC Act to avoid requirements that the Fund register as an “investment company”, and comply with the substantive provisions of, the Company Act. If the Fund was required to be registered as an investment company, the IC Act would require, among other things, that the Fund have a board of directors, some of whom were unrelated to the General Partner, compel certain custodial arrangements and regulate the relationship and transactions between the Fund and the General Partner or Adviser. Compliance with some of those provisions could possibly reduce certain risks of loss, although such compliance could significantly increase the Fund’s operating expenses and limit the Fund’s investment and trading activities. Interpretations of Section 3(c)(7) are complex and uncertain in several respects, and as a result, there can be no assurance that the Fund will remain entitled to rely on that Section. If the Fund were found not to have been entitled to such reliance, the Fund and the General Partner could be subject to legal actions by the SEC and others and the Fund could be forced to terminate its business under adverse circumstances. Registration Exemption North Reef offers Interests on a continuing basis without registration under the Securities Act in reliance on an exemption for “transactions by an issuer not involving any public offering”, and without registration or qualification of the Interests under state laws in reliance on related exemptions. While the General Partner believes reliance on such exemptions is justified, there can be no assurance that factors such as the manner in which offers and sales are made, concurrent offerings by other funds, the scope of
disclosure provided, failures to file notices or renewals of claims for exemption, or changes in applicable laws, regulations, or interpretations will not cause North Reef to fail to qualify for such exemptions under Federal or one or more states’ laws. Failure to so qualify could result in the rescission of sales of Interests at prices higher than the current value of those Interests, potentially materially and adversely affecting the Firm’s performance and business. Further, even non-meritorious claims that offers and sales of Interests were not made in compliance with applicable securities laws could materially and adversely affect the General Partner’s ability to conduct the Firm’s business. Enhanced Scrutiny and Potential Regulation of Private Investment Funds There has been enhanced governmental scrutiny and/or increased regulation of the private investment fund and financial services industries in general. Future legislation may have an adverse effect on the private investment fund industry generally and/or on North Reef, specifically. In addition, regulatory agencies in the U.S., Europe, or elsewhere may adopt burdensome laws (including tax laws) or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the private investment fund industry, or other changes that could adversely affect private investment firms and the funds they sponsor, including North Reef. Additional governmental scrutiny may reduce the availability of the Client’s investment opportunities and may increase the Client’s, the General Partner’s and/or North Reef’s exposure to potential liabilities and to legal, compliance and other related costs. Such increased regulation and scrutiny could have a material and adverse effect on the Firm’s Clients. Assignment of Advisory Contracts Federal and state laws applicable to investment advisers (including, without limitation, the Investment Advisers Act and rules promulgated thereunder) may impose limitations on the General Partner’s or North Reef’s ability to assign certain of its rights and obligations under the Firm’s organizational documents. Normally, such limitations would permit the General Partner or North Reef, as applicable, to engage in transactions that do not involve a change of control of the General Partner or North Reef without consent of the investors. However, to the extent that an assignment does involve a change of control, the General Partner or North Reef, as applicable, will be required to seek consent of the investors before the transaction will be consummated. To the extent that the consent of investors is required for a particular assignment, such consent may be withheld to a transaction that would, in the view of the General Partner or North Reef benefit the Clients and/or the investors. Generally, these laws do not require a minimum length of time for notices or deadlines to provide or withhold consent. The General Partner or North Reef may establish reasonable notice periods and deadlines in their sole discretion. The General Partner or North Reef may seek investor consent via electronic means and/or negative consent. ERISA In the event that assets of a Client are deemed to be Plan Assets subject to ERISA, North Reef will be an ERISA fiduciary with respect to those assets. As an ERISA fiduciary, North Reef is required to conform its decisions and actions in connection with such Plan Assets to the fiduciary duties and limitations imposed on ERISA fiduciaries, including without limitation the prohibited transaction restrictions imposed by ERISA. Accordingly, restrictions imposed on the Client under ERISA could limit certain investment opportunities in select circumstances and otherwise affect the operations and expenses of the Client that is subject to ERISA.
Other Laws and Regulations The Clients, the General Partner, and the Firm are subject to various other securities and similar laws and regulations that could limit some aspects of the Firm’s operations or subject the Clients, the General Partner, or the Firm to the risk of sanctions for noncompliance. INVESTING INVOLVES RISK OF LOSS THAT INVESTORS SHOULD BE PREPARED TO BEAR. NORTH REEF DOES NOT REPRESENT OR GUARANTEE THAT ITS SERVICES OR METHODS OF ANALYSIS CAN OR WILL PREDICT FUTURE RESULTS, SUCCESSFULLY IDENTIFY MARKET TOPS OR BOTTOMS, OR INSULATE CLIENTS FROM LOSSES DUE TO MARKET CORRECTIONS OR DECLINES. NORTH REEF CANNOT OFFER ANY GUARANTEES OR PROMISES THAT FINANCIAL GOALS AND OBJECTIVES WILL BE MET. PAST PERFORMANCE IS NOT AN INDICATION OF FUTURE PERFORMANCE.
Item 9. Disciplinary information
There are no legal or disciplinary events to report.
Item 10. Other financial industry activities and affiliations
Broker-Dealer Registration Status North Reef is not affiliated with any banks, broker‐dealers or custodians. North Reef and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status North Reef and its management persons are exempt from registering with the Commodity Futures Trading Commission as a commodity pool operator and as a commodity trading advisor and thus, are not registered as, and do not have any
Read the rest of Item 10 (91 more words)
application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Material Relationships or Arrangements with Certain Related Persons North Reef serves as the investment manager to the Funds and affiliated entities serve as General Partner to certain of the Funds. North Reef, its employees, affiliates or their related persons may also invest directly in some or all of the Funds. Material Relationships or Arrangements with Certain Related Advisers North Reef does not recommend or select other investment advisers for its Funds.
Item 11. Code of ethics, participation in client transactions and personal trading
North Reef is permitted, in appropriate circumstances, to cause Clients to purchase or sell securities in which North Reef, its affiliates and/or Clients, directly or indirectly, have a position or interest.
Code of Ethics Pursuant to Rule 204A-1 under the Advisers Act, North Reef has adopted a Code of Ethics (the “Code”) which sets forth standards of business and personal conduct for all North Reef’s officers, directors, employees and certain other persons associated with North Reef (collectively, “Access Persons”) and addresses conflicts of interest including those that may arise from personal trading by Access Persons.
Read the rest of Item 11 (1,099 more words)
In addition, we recognize that we owe a fiduciary duty to our Clients and that Access Persons must conduct their business on our behalf in a manner that enables us to fulfill this fiduciary duty. Below is a summary of certain provisions contained in the Code. All Access Persons are required to acknowledge their receipt of, and agreement to abide by, the Code (among other things) upon hire and at least annually thereafter. The Code requires pre-clearance of certain transactions and requires that the interests of Clients be placed ahead of those of Access Persons in their personal trading. Access Persons must report personal securities holdings upon becoming an employee and annually thereafter. Access Persons must also report their personal securities transactions on a quarterly basis. Access Persons are prohibited from acquiring securities in an initial public offering or private placement unless prior approval is received from the CCO or a designee. In addition, the Code includes restrictions and reporting obligations in connection with gifts and entertainment. Employees are not permitted to solicit gifts or gratuities or accept gifts that are extravagant or excessive from any person or entity that does or seeks to do business with or on behalf of the Firm or a person affiliated with a company that is included in a Fund’s portfolio; however, customary business meals and entertainment are permitted. Any event that an employee reasonably expects to exceed an aggregate value of $1,000 must be approved in advance by the CCO. Employees are also generally prohibited from serving as directors of other companies unless approval is obtained from the CCO to serve as a director, or in a similar capacity, of a portfolio company of a Client managed by North Reef. The Code also requires employees to pre-clear all political activity (as defined in the Code). Employees may make a request to the CCO for an exception from certain of the above-listed restrictions. Such exceptions are granted, if at all, only under limited circumstances. North Reef’s Clients or prospective Clients may request a copy of the Code by contacting North Reef’s CCO at (949) 482-2121. Participation or Interest in Client Transactions As explained in Item 10 – Other Financial Industry Activities and Affiliations, the Adviser has pecuniary interests in Client accounts and receives fees for the advisory services it provides to Clients. North Reef’s affiliates, principals, and employees, and certain related persons (including investment vehicles that they manage) invest in one or more of the Funds or other Clients and the Adviser, North Reef in its sole discretion, reserves the right to waive, reduce or calculate differently the fees for any such investments. The fact that the Adviser, its affiliates, partners and employees and their related persons have pecuniary interests in Client accounts creates a potential conflict in that it could cause North Reef to make different investment decisions than if such parties did not have such interests. Further, advisory fees payable to North Reef are payable without regard to the overall success or income earned by Client accounts and therefore may create an incentive on the part of North Reef to raise or otherwise increase assets under management to a higher level than would be the case if North Reef were receiving no fees. North Reef
addresses these potential conflicts through regular monitoring of the Client portfolios as described in Item 13 – Review of Accounts. North Reef, its affiliates and its officers, directors, and employees may become aware of, and participate in, business opportunities and investments in which any of the Clients will not be given an opportunity to participate. The Adviser will use its best efforts in connection with the purposes and objectives of each Client and will devote as much of their business time and effort to the affairs of each Client as may, in their judgment, be necessary to accomplish the investment objectives of the Client. Affiliated persons may conduct other business activities, including any business within the securities industry, whether or not such business is in competition with a Client. Without limiting the generality of the foregoing, the Adviser or its affiliated persons may act as the investment adviser for others, may manage funds or capital for others, may have, make and maintain investments in their own name or through other entities, and may serve as officers, directors, consultants, partners or stockholders of one or more investment funds, partnerships, securities firms or advisory firms. It may not always be possible or consistent with the investment objectives of Clients for the same investment positions to be taken or liquidated at the same time or at the same price. Cross and Principal Transactions North Reef does not cause Clients to effect transactions in which such Client purchases securities or derivatives from, or sells securities or derivatives to, North Reef or its principals or affiliates (i.e., principal transactions). Subject to applicable law, North Reef executes transactions between multiple of its Clients (i.e., cross trades), either directly or through open-market transactions, where North Reef believes that such transaction is in the best interests of all participating Clients. This typically occurs in the context of rebalancing market exposure. Effecting cross trades when executed through the open market increases brokerage commissions and may result in certain Clients holding less of a profitable investment, or more of an unprofitable investment, than would be the case if there were no cross trades. Additional Conflicts of Interest North Reef invests Client assets in securities of companies which may be broker-dealers or banks used by North Reef to effect transactions for Client accounts, or vendors who provide products or services to North Reef. However, North Reef’s research review and broker-dealer selection processes do not take these relationships into consideration when evaluating companies for investment or broker-dealers and banks for executing transactions. Actual or potential conflicts of interest, as noted above, may arise from North Reef’s management responsibilities with respect to multiple accounts in similar and different investment strategies for different fee rates as described above. These responsibilities may, among other things, provide incentives to portfolio managers to devote unequal time and attention across client accounts, and the differing fees, incentives and relationships with the various accounts may provide an incentive to favor certain accounts. North Reef has written compliance policies and procedures designed to mitigate or manage these conflicts of interest, including policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs and new issues) and trades among all participating Client accounts. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises.
Item 12. Brokerage practices
North Reef has sole authority for selecting the broker-dealer used in transactions for the Funds and for negotiating the fees to be paid to the broker-dealers in connection with such transactions. North Reef recognizes its duty to obtain “best execution.” Consistent with such duty, in determining best execution, North Reef takes into account the full range and quality of a broker-dealer’s services, including such factors as the financial stability and reputation of brokerage firms, and the brokerage or other services provided by such brokers. North Reef does not select broker-dealers solely based on the lowest possible commission costs, but on the best qualitative execution and overall value.
Read the rest of Item 12 (1,513 more words)
Moreover, North Reef does not measure best execution by the circumstances surrounding a single transaction but measures best execution instead over time. Consistent with such policy, consideration is given to a variety of factors, including, but not limited to, one or more of the following:
price quotes; market depth; the extent to which the counterparty makes a market in the security involved or has access to such markets; the counterparty's skill in positioning the securities involved; the counterparty's promptness of execution; adequacy of the counterparty's trading infrastructure, technology and capital; the counterparty's reputation for diligence, fairness and integrity; the counterparty's ability and willingness to correct errors; any other factors deemed appropriate by the Firm.
Although North Reef will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. Subject to applicable law and regulation, North Reef effects securities transactions with broker-dealers that provide brokerage or research services or pay for research services provided by third parties to us. These services are paid with soft dollar credits generated by our Clients’ brokerage commissions. These types of eligible transactions and benefits received are in accordance with Section 28(e) of the Securities Exchange Act of 1934. In some instances, North Reef may receive a product or service that may be used only partially for functions within Section 28(e) (i.e., an order management system, trade analytical software or proxy services). In such instances, North Reef will make a good faith effort to determine the relative proportion of the product or service used to assist North Reef in carrying out its investment decision making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting North Reef in carrying out its investment decision making responsibilities will be paid through brokerage commissions generated by advisory client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by North Reef from its own resources. Research and brokerage services obtained by the use of commissions arising from Clients’ portfolio transactions may be used by North Reef in its other investment activities and thus, Clients may not
necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. North Reef has no obligation to deal with any particular broker or dealer in executing transactions and will periodically review brokerage and soft dollar arrangements. Pursuant to SEC interpretative guidance, North Reef uses commission sharing arrangements (“CSAs”) with certain broker-dealers. These CSA broker-dealers execute trades and credit soft dollars to pools from which North Reef directs payments to the CSA broker-dealers, third-party broker-dealers, and independent research providers based on commission targets. The use of CSAs is intended to assist North Reef in providing credits to broker-dealers and to independent research providers who, in its judgment, provide the best access to analysts and/or management, while using reliable executing broker-dealers which North Reef believes will benefit North Reef’s Clients’ accounts. Brokerage for Client Referrals North Reef may elect to place Client orders with a broker-dealer that provides North Reef (or its affiliates) with the opportunity to participate in capital introduction events sponsored by the broker-dealer or refers potential investors to the Funds advised by North Reef (or an affiliate). Because such referrals, if any, could benefit North Reef and its affiliates, North Reef would have a conflict of interest with the Funds when allocating Client brokerage business to a broker who has referred investors to the Funds. To prevent Client brokerage commissions from being used to pay for investor referral fees, North Reef will not allocate Client brokerage business to a referring broker in sole recognition of the opportunity to participate in such capital introduction events or the referral of investors, but rather, will determine in good faith that the commissions payable to such broker is consistent with its obligation to seek best execution. Allocation and Aggregation of Investments North Reef’s duty of loyalty to one Client may potentially conflict with its duty of loyalty to another, particularly with respect to allocations of investments. In order to mitigate this inherent potential conflict of interest among Clients, North Reef has adopted a policy to provide equal and fair treatment to all Clients consistent with North Reef’s duty of loyalty. In particular, investments may not be allocated to one Client over another in order to, among other things: (i) favor one Client at the expense of another; (ii) generate higher fees paid by one Client over another, or produce greater performance compensation; (iii) develop a relationship with an investor or prospective investor or client; (iv) compensate an investor for past services or benefits rendered to North Reef, or induce future services or benefits to be rendered to North Reef; or (v) equalize performance among different Clients, or for any other similar reason. In the event North Reef determines to buy or sell the same security on behalf of more than one Client, when beneficial to Clients involved and subject to offering document limitations, North Reef may, but is not obligated to, place an aggregate order (in accordance with trade guidelines, as applicable) with the broker on behalf of all such participating accounts. In order to ensure fairness for all accounts, North Reef allocates investments pursuant to its allocation policy. It is North Reef’s policy, when purchasing securities for more than one Client (i.e., bunching orders), to purchase the quantity of such securities necessary to supply all Clients and to then average the aggregate costs over all securities purchased. Related benefits to such Clients also will be averaged over the securities purchased. In some circumstances, it may be appropriate for North Reef to buy or sell a security on behalf of more than one Client over a period of time. For example, if North Reef is buying a small capitalization and/or
relatively illiquid security for more than one Client, North Reef may wish to fill the order over a period of days or even weeks. In such instances, although it may not be possible to aggregate orders to be entered for all Clients, North Reef still must allocate Clients’ orders pursuant to the allocation guidelines (as applicable). However, in the event that North Reef determines a need to buy or sell a security on behalf of more than one Client over a period of time, there can be no assurance of equality of treatment among all Clients. From time to time, North Reef may determine that a particular investment opportunity is suitable for one or more, but not all, Clients for which it exercises investment discretion. North Reef may also determine that it is appropriate for certain Clients to take differing positions with respect to the same security. In such instances, North Reef may execute separate transactions on behalf of one or more Clients, which may have an effect on the market price of the security or the execution of such transactions. These effects may result in a benefit or detriment to one or more of the other Clients. North Reef has adopted and maintains policies and procedures reasonably designed to monitor for and mitigate conflicts of interest that may arise from the management of multiple Clients, and to ensure that investment decisions are implemented in a manner consistent with the investment objectives and strategies of each respective Client. North Reef recognizes that in certain circumstances, strict compliance with the foregoing may not be feasible and that unusual or extraordinary conditions may on occasion warrant deviation from the standard policies and procedures set forth herein. In these circumstances, the Firm’s CCO, in consultation with outside counsel (if appropriate), shall determine the appropriate action which, in his or her reasonable judgment, will serve the best interests of, and will be fair and equitable to, effected clients over time. Trade Errors Trade errors involving transactions effected by North Reef on behalf of its Clients may occur. North Reef will use reasonable efforts to detect such potential errors prior to settlement and promptly correct them. Trade errors may result in losses or gains. Unless the documents governing a Client relationship require alternative handling, losses caused by trade errors committed by North Reef will ordinarily be borne by impacted Client(s), except for losses caused by North Reef’s bad faith or gross negligence, which losses would then be borne by North Reef. To the extent a trade error is caused by a counterparty, such as a broker-dealer, North Reef will use reasonable efforts to recover any losses associated with such error from the counterparty. Any gains resulting from such errors will be retained by the affected Client(s). The evaluation of the standard of care exercised in committing a trade error will be performed by North Reef, in its sole discretion, and may be conflicted in making such a determination.
Item 13. Review of accounts
North Reef’s portfolio managers continually review Client portfolios. The nature of the review involves, but is not limited to, analyzing certain performance and risk measures and whether security positions or other investments should be maintained in view of current market conditions. Each investor in the Funds will receive annual audited financial statements within 120 days of the respective Fund’s fiscal year-end, K-1s and other tax informational statements (as applicable) within the time period required by law, and monthly unaudited capital account statements disseminated by the fund administrator.
The Funds may offer, upon request, certain investors additional information and reporting that other investors may not receive. Investors may be charged for such additional information and reporting.
Item 14. Client referrals and other compensation
North Reef does not receive any economic benefits from non-Clients for providing investment advice or other advisory services. Further, North Reef and its related persons do not directly or indirectly compensate any third-party for Client referrals.
Item 15. Custody
North Reef and/or the General Partners may be deemed to have custody of assets of the Funds pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) due to broad contractual authority for account opening, cash management and fund expense payment granted by the Funds’ offering documents. The Custody Rule requires that an investment adviser advising pooled investment vehicles that are deemed to have custody pursuant to the Custody Rule undergo an annual GAAP financial statement audit or be subject to a surprise custody examination by an accounting firm registered with and subject to inspection by the Public Company Accounting Oversight Board.
Read the rest of Item 15 (129 more words)
With the exception of assets that are considered to be “private offered securities” under Rule 206(4)-2(b), North Reef or its affiliates enter into agreements with qualified custodians to maintain custody of the Funds’ assets as required by the Custody Rule. These qualified custodians generally include banks, registered broker dealers and certain foreign financial institutions. The Funds are responsible for all costs of such qualified custodians. North Reef has elected to undergo an annual GAAP financial statement audit of the Funds, copies of which are delivered to each underlying Fund investor within 120 days of the end of each fiscal year, satisfying the requirements of the Custody Rule. North Reef urges all underlying investors of the Funds to carefully review all statements received from the Firm or the Fund administrator.
Item 16. Investment discretion
North Reef has discretionary authority to manage Client accounts and is authorized to make purchase and sale decisions for Clients subject to the investment objectives and guidelines set forth in the respective Client’s offering materials. Investors in the Funds do not have the ability to impose limitations on North Reef’s discretionary authority. Prospective investors in the Funds are provided with offering materials (and any applicable supplements) prior to their investment and are encouraged to carefully review such documents, along with all other relevant Fund materials, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk.
Read the rest of Item 16 (42 more words)
Prospective investors should also consult with their legal, tax, or other advisors prior to making any investment. Prospective investors must also execute a subscription agreement, which constitutes a legal, valid and binding obligation of the investor, enforceable in accordance with its terms.
Item 17. Voting client securities
North Reef generally holds the authority to vote proxies on behalf of Clients and has adopted proxy voting policies and procedures designed to ensure that such proxies are voted in the impacted Clients’ best interests. Although North Reef typically refrains from voting proxies, when voting on behalf of, and in the best interest of our Clients, North Reef will generally seek to vote in a manner that will maximize the longterm economic value of Client assets, considering the specific strategy surrounding the investment, time horizons, contractual obligations, and any other facts or circumstances that the Firm deems relevant at the time of the vote.
Read the rest of Item 17 (247 more words)
North Reef does not expect that there will be any material conflicts of interest with respect to any proxy vote between the Firm, its Access Persons, and Clients. However, the CCO, or its designee, will monitor the potential for material conflicts of interest on the part of the Adviser with respect to proxy voting including but not limited to records related to personal holdings, transactions in securities, and records of outside business activities and relationships with officers and directors of publicly traded companies. If a material conflict of interest is identified, North Reef will take steps to ensure that its voting decision is based on the best interests of the impacted Client(s), which may include, without limitation, seeking guidance from an independent third-party proxy advisor or disclosing the conflict and seeking guidance from a representative group of underlying investors or the primary adviser of the impacted Client(s). The CCO is responsible for overseeing the voting of proxies where a potential material conflict of interest has been identified. North Reef reserves the right to abstain from voting a specific proxy or proxy item when it concludes that the cost of voting outweighs the potential benefit, or when North Reef otherwise does not believe voting serves the best interests of the impacted Client(s). Clients may obtain a copy of North Reef’s complete proxy voting policies and procedures and information about how North Reef voted any proxies on behalf of its Clients by contacting North Reef’s CCO at (949) 482-2121.
Item 18. Financial information
North Reef is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.