Overview
True North Management Group, LLC (“True North”) was formed in 2004 to
provide real estate investment management services. True North is a limited liability
company operating under the laws of the state of Delaware. Its principal owners are
Richard Gunthel and Paul Turovsky. As set forth more fully below, True North provides a
variety of real estate investment management services based on the specific needs of the
client and on the nature of the assets that are being acquired on the client’s behalf.
Investment Services
True North primarily provides discretionary real estate investment management
services to institutional investors and investment groups through private pooled investment
funds (“Private Funds” or “Funds”). Each Fund is exempt from registration as an
investment company pursuant to Section 3(c)(1) of the Investment Company Act of 1940,
as amended (the “Investment Company Act”). The Private Funds may issue interests that
may be structured in various forms including equity, preferred equity, mezzanine debt or
any other financial structure that is consistent with the particular Fund’s investment
objectives. For purposes of this brochure, the Funds, and not the Funds’ investors, are
considered True North’s clients.
The managing member and general partner of the Funds (collectively hereafter, the
“Managing Members”), each of which is an affiliate of True North, have broad discretion
under the Funds’ respective limited liability company agreements to manage the affairs of
the Funds. Pursuant to such discretion, each of the Managing Members has engaged True
North, through an investment advisory agreement, to provide acquisition, origination, and
administrative services on behalf of the respective Funds. In addition, True North is
responsible for establishing an investment committee (the “Investment Committees”) for
each Fund, which is responsible for reviewing and approving any investments
recommended by True North. The members of the Investment Committees are all
supervised persons of True North.
The principals of True North have also established various feeder funds whose
purpose is to invest directly into the Private Funds (“Feeder Funds”). The Feeder Funds
are designed to accommodate investments by non-U.S. investors or other investors who
are not qualified to invest directly in the Private Funds, and each is exempt from registration
as an investment company pursuant to Section 3(c)(1) of the 1940 Act. The sole purpose
of the Feeder Funds is to invest directly in the Private Funds.
True North tailors its advisory services to the specific investment objectives and
restrictions of each Fund pursuant to the applicable investment guidelines and restrictions
set forth in the relevant Fund’s limited liability company agreement, private placement
memorandum and investment advisory agreement (collectively, the “Governing
Documents”). True North seeks to achieve the investment objective of each Fund by
advising on investments in high yield debt and direct equity investments in real estate assets
in the United States and Canada, including distressed debt opportunities and the provision
of “rescue capital” in the form of debt or equity to assets that are in transition, possess
unique complexities, or have suffered value impairments. True North seeks to implement
a focused strategy designed to capitalize on financial market turmoil to generate returns
based on real estate fundamentals. True North will seek assets it believes will present
additional investment opportunities as lenders and investors reduce exposure to specialized
real estate. For more detail on the strategy formulations, please see Item 8, Investment
Strategies and Risk of Loss, below.
In accordance with the terms of each Fund’s Governing Documents, the Managing
Member of a Fund may enter into “side letter” agreements with certain investors in a Fund
whereby the Managing Member may grant individual Investors specific rights, benefits or
privileges not set forth in the Fund’s Governing Documents. Side letters may potentially
create a conflict of interest by allowing True North to favor the interests of one Investor
over another. True North mitigates this potential conflict of interest by generally making
available to each Investor in a Fund the right to elect to receive the benefit of side letter
provisions extended to similarly situated Investors, and in all cases making the contents of
all side letters available to all investors investing in that same fund.
True North’s investment advisory agreements may include limitations on the
allocation of funds to certain investments (including, for example, limitations on the
amount of investment in any single transaction).
Managing Member Commitment
The Managing Member of the Private Funds, which is wholly-owned by the
Principals of True North, has committed to invest a specified amount of its capital in each
Private Fund as set forth in the respective Private Fund’s Governing Documents (the
“Managing Member Commitment”). The Managing Member Commitment is discussed
further in Sections 5 and 11, below.
Wrap Fee Programs
True North does not participate in any “wrap fee” programs.
Regulatory Assets Under Management
As of December 31, 2022, the amount of client assets True North managed on a
discretionary basis was approximately $661 million. True North does not manage any
assets on a nondiscretionary basis.