General Description of Navy
Navy, a New York limited liability company, which commenced operations in April 2017, is an investment
adviser to private investment funds. The principal owners of Navy are Sean Stiefel, John Kaden and Chetan
Gulati. Navy has been registered with the SEC since April 2019.
Navy provides investment advisory services on a discretionary basis to the following domestic and offshore
private investment funds (each, a “Fund” and collectively the “Funds”):
Navy Capital Green Fund, LP, a Delaware limited partnership (the “Green Fund”)
Navy Capital Green International Ltd., a Cayman Islands exempted company with limited liability
(the “Offshore Fund”)
Navy Capital Green Co-Invest Fund, LLC, a Delaware series limited liability company (the “Co-
Invest Fund”)
Navy Capital Green Holdings, LLC, a Delaware limited liability company (the “Holdings, LLC”)
The Green Fund serves as the master fund to the Offshore Fund and may in the future serve as the master
fund to one or more other feeder funds for which Navy (or an affiliate) serves as investment manager. The
primary investment objective of the Green Fund is to compound capital at a superior rate with prudence
over time by investing in the emerging secular growth opportunity presented by the global legalization,
proliferation, and evolution of medical and/or adult-use cannabis.
The Co-Invest Fund operates as a co-investment vehicle alongside the Green Fund and is utilized to offer
investors in the Green Fund and other investors the opportunity to increase their allocation to certain
investments in the Green Fund.
Holdings, LLC is a special purpose vehicle for holding and liquidating certain illiquid investments granted
to Holdings, LLC by the Green Fund.
Notwithstanding the foregoing, subject to any limitations in the governing documents of the Funds, Navy
is not limited with respect to the types of investments in which it may invest.
Navy has and may in the future provide discretionary or non-discretionary advisory services, either directly
or in a sub-advisory capacity, to other investment funds or separately managed accounts. The Funds and
any separately managed accounts advised by Navy from time to time are referred to collectively herein as
“Clients”.
Navy advises each Fund in
an attempt to achieve the Funds’ investment objectives (consistent with any
guidelines and/or restrictions that may be imposed thereon) and does not tailor its advice to the individual
needs of any investor in such Fund. Fund investors are not clients of Navy by virtue of their ownership in
such Funds (and do not enter into investment management agreements with Navy) and therefore generally
may not impose any restrictions on the way in which Navy provides advice. Navy’s management of each
Fund is subject to the terms of its investment management agreement with the applicable Fund (the
“Investment Management Agreement”).
The information contained in this Brochure is qualified in its entirety by reference to disclosures made in
each Funds’ offering memorandum, limited partnership agreement, operating agreement, memorandum and
articles of association and/or subscription agreement as applicable (collectively, the “Governing
Documents”), which should be carefully reviewed prior to making an investment decision. In no event
should this Brochure be considered an offer to sell or a solicitation to buy interests in any Fund or relied
upon in determining to invest in any such Fund. The securities of the Funds are offered and sold on a private
placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state,
federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds,
including requirements that they be “accredited investors” as defined in Regulation D, “qualified
purchasers” as defined in the Investment Company Act, or non-”U.S. Persons” as defined in Regulation S.
This Brochure is designed to provide general disclosure about Navy’s advisory business for the purpose of
compliance with certain regulatory obligations under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and, as such, may differ from (and does not necessarily include all) the information
provided in a Fund’s offering memorandum and other related Governing Documents.
Wrap Fee Programs
Navy does not currently participate in wrap fee programs.
Regulatory Assets Under Management
As of December 31, 2022, Navy managed, on a discretionary basis, approximately $153,863,229 of
regulatory assets under management.