Weathervane is a Florida-based investment advisory and management firm, founded in 2020. Kevin Chen
is the managing member and principal owner (the “Manager Executive”) of Weathervane.
Weathervane has affiliated investment advisers, JJFT Management, LLC, JJC Asset Management, and
KAJJ Management, LLC with whom it has an “umbrella” registration with the U.S. Securities and
Exchange Commission. An umbrella registration can be used by two or more investment adviser firms to
file under a single investment adviser registration. Weathervane is the “filing” adviser that has filed a single
umbrella registration for itself and JJFT Management, LLC, JJC Asset Management, LLC and KAJJ
Management, LLC as the “relying” advisers. To satisfy the requirements of Form ADV while using
umbrella registration the filing adviser must sign, file, and update as required, a single Form ADV (Parts 1
and 2) that relates to, and includes all information concerning, the filing adviser and each relying adviser
(e.g., disciplinary information and ownership information), and must include this same information in any
other reports or filings it must make under the Advisers Act or the rules thereunder (e.g., Form PF).
Therefore, this Form ADV Part 2A has been prepared for Weathervane as well as JJFT Management, LLC,
JJC Asset Management, LLC and KAJJ Management, LLC. See Item 10 – Other Financial Activities and
Affiliations for more information.
Private Fund Management Services
Weathervane provides advisory services to special purpose investment entities organized as series limited
liability companies which are “private funds” under the regulations adopted by the SEC (each referred to
as a “Private Fund,” and collectively, the “Private Funds”1), each series (each a “Series” and, collectively,
the “Series”) of which is created to acquire restricted securities of a specific issuer (“Portfolio Securities”).
The Private Funds may also invest securities in money-market funds. The specific structure and
characteristics of each Private Fund will be described in greater detail in the organizational documents and
subscription materials for the applicable Private Fund (the “Operating Agreement”). Affiliates of
Weathervane serve as the managing members to the Private Funds (See Item 16 – Custody for more
information).
The Private Funds are exempt from registration as investment companies under the Investment Company
Act of 1940. The offer and sale of interests in Private Funds are also exempt from registration under the
Securities Act of 1933 and similar state laws. As investment adviser, we have sole and complete
responsibility for managing each Private Fund’s investment portfolio pursuant to the investment objectives
and investment policies of each particular Private Fund.
We will recommend the Private Funds as an investment opportunity to our Investment Management
Services clients. This is a conflict of interest, and consequently the investment advice provided by us about
the merits of investing in the Private Funds is biased. Please refer to Items 5, 10 and 11 for more information
about this conflict of interest and our procedures designed to mitigate the conflict of interest.
1 As an SEC-registered investment adviser, Weathervane owes a fiduciary duty to all of its investment advisory clients.
In 2006, the decision by the Court of Appeals for the D.C. Circuit in Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. June
23, 2006), with respect to private funds, clarified that the “client” of an investment adviser to a private fund is the fund
itself and not an investor in the fund.
We have discretionary authority and are responsible for establishing and implementing each Private Fund’s
investment objectives and policies. (See Item 15 – Investment Discretion for more information).
The investment goals and objectives of the Private Funds are similar to the strategy we use to manage
individual accounts through our Investment Management Services. Therefore, much of the information
provided in Item 8 of this brochure pertains to both our individual account management
services and our
management of Private Funds.
Potential investors receive a copy of the applicable Confidential Private Placement Memorandum and are
required to execute a subscription agreement in order to subscribe for interests in one or more Private Funds.
Investment Management Services
Weathervane offers Investment Management Services, which involves Weathervane providing you with
continuous, ongoing supervision and management over your specified accounts.
You must appoint our firm as your investment adviser of record on specified accounts (collectively, the
“Account”) held at Charles Schwab & Company, Inc. (referred to as “Charles Schwab”). The Account
consists only of separate account(s) held by Charles Schwab, as broker-dealer and qualified custodian,
under your name. Charles Schwab maintains physical custody of all funds and securities of the Account,
and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy
voting and receive transaction confirmations) of the Account.
The Account is managed by us using our Weathervane Momentum Investment Strategy (please refer to
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information). We will
collaborate with you to identify your overall investment objectives and risk tolerance to determine if our
Weathervane Momentum Investment Strategy is appropriate for your needs and determine the appropriate
amount of your overall investment portfolio that should be concentrated in the strategy. We will actively
monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash
or other investments of the Account. We primarily select and effect transactions in any stocks (including
stocks of foreign issuers), bonds (including bonds of foreign issuers), options contracts (including covered
and uncovered option contracts), Exchange Traded Funds (“ETFs”), and other general securities when
deemed appropriate. We don’t typically purchase shares of mutual funds but will do so if appropriate.
We will need to obtain certain information from you to determine your financial situation and investment
objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk
tolerance or investment objective and whether you wish to impose or modify existing investment
restrictions; however we will contact you at least annually to discuss any changes or updates regarding your
financial situation, risk tolerance or investment objectives. We are always reasonably available to consult
with you relative to the status of your Account. You have the ability to impose reasonable restrictions on
the management of your accounts, including the ability to instruct us not to purchase certain securities.
It is important that you understand that we manage investments for other clients and may give them advice
or take actions for them or for our personal accounts that is different from the advice we provide to you or
actions we take for you. We are not obligated to buy, sell or recommend to you any security or other
investment that we may buy, sell or recommend for any other clients or for our own accounts.
Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We
strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts
advised by our firm among such accounts equitably and consistent with the best interests of all accounts
involved. However, there can be no assurance that a particular investment opportunity that comes to our
attention will be allocated in any particular manner. If we obtain material, non-public information about a
security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose
the information to any client or use it for any client’s benefit.
Regulatory Assets Under Management
As of February 28, 2024, Weathervane has approximately $332,447,482 in regulatory assets under
management, all of which is managed on a discretionary basis.