A. Potrero Capital Research, LLC (“Potrero” or the “Firm”) is a Delaware limited liability
company formed on February 27, 2003. Jack R. Ripsteen is the Managing Member and sole
owner of Potrero.
B. Potrero provides investment supervisory services to two private investment funds,
Potrero Capital Research Partners, L.P., a California limited partnership, Potrero Capital
Research Partners II, L.P., a Delaware limited partnership (each a “Domestic Fund” or
collectively the “Domestic Funds”), and a fund of one, Potrero Institutional Fund, Ltd, an
exempted company incorporated with limited liability under the laws of the Cayman
Islands (the “Cayman Fund”) (and collectively with the Domestic Funds, the “Funds”) and
one or more separately managed account clients through a sub-advisory agreement
(“SMAs”). Potrero may decide in the future to sponsor or manage additional private
investment funds or separately managed accounts (collectively with the Funds, the
“Clients”).
The Funds offer limited partnership interests (the “Interest(s)”) to certain qualified
investors as described in response to Item 7 (the “Investors”).
C. Advisory services are tailored to achieve the Funds’ investment objectives. Pursuant to
each of the Funds’ offering memorandum, limited partnership agreement, and subscription
documents (“Constituent Documents”), the Funds’ investment objective
is to seek
long-term capital appreciation through investments in and short sales of equity securities
of small capitalization companies. Potrero has the authority to select which and how many
securities and other instruments to buy or sell without consultation with the Clients or
Investors.
Investments for a SMA are managed in accordance with the Client’s investment objectives,
strategies, restrictions and guidelines as set forth in the documents governing Potrero’s
relationship with such Client or as otherwise communicated to Potrero by the Client.
Depending on the nature of the relationship, these services may be offered on a
discretionary or non-discretionary basis and may include investments in, and short sales of
equity securities of small capitalization companies held in a Client’s account. If a Client
wishes to impose certain restrictions on investing in certain securities or types of securities
or is prohibited by applicable law from investing in such securities or types of securities,
Potrero will address those requests on a case-by-case basis.
D. Potrero does not participate in wrap-fee programs.
E. Potrero manages the assets of the Clients. As of December 31, 2023, Potrero manages
approximately $344,373,000 in assets on a discretionary basis. It manages $0 in assets on
a non-discretionary basis.
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