A. Phase 2 Partners, LLC (“Phase 2” or the “Investment Manager”) is a Delaware limited partnership that
was formed August 27, 2020 and maintains its principal place of business in San Francisco, California.
The Investment Manager provides investment advisory services on a discretionary basis to one or
more pooled investment vehicles structured as private funds (each, a “Fund” or “Client”). P2 Nexxt
GP LLC (together with the Investment Manager, “Phase 2”), a Delaware limited liability company, is
the general partner or managing member of certain of the Funds. Phase 2 is principally owned by
Justin Hughes and Andrew Del Medico. Any references to the “Firm,” “us,” “we,” and “our” in this
Brochure refer to Phase 2. Any defined terms used in this Brochure not otherwise defined herein,
have the definition ascribed to them in the offering documents of the applicable Fund.
B. We pursue a long/short investment strategy on behalf of our Clients, focused primarily on the equity
securities of issuers in the financial service industry. The Funds will invest predominately (but not
exclusively) in U.S., Canadian, U.K. and European publicly-traded securities of finance companies
including: banks, thrifts, brokers, asset managers, insurance, exchanges, mortgage, specialty finance,
REITs, homebuilders, financial technology, related business services, and other financial
intermediaries. Although the Fund has long-term views, when appropriate, the Fund will seek to
enhance performance through short-term trading.
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 the Firm in connection with management of the Funds,
are qualified in their entirety by reference to each Fund’s respective offering memorandum and
advisory agreement.
C. With respect to each Fund that we manage, Phase 2 tailors its investment advisory services to the
strategies and conditions set forth in the Fund’s respective governing document(s). We provide and
tailor our services to each Fund pursuant to the strategies and conditions set forth in the applicable
governing documents, rather than to the individual needs of any Fund’s underlying investors (each,
an “Investor”). It should be noted that as a general matter, we do not tailor our services to take into
account any specific conditions to any Investor, and Investors generally may not prescribe additional
investment restrictions beyond those described in the applicable governing documents.
The Funds has entered into side letters and other agreements and arrangements with certain
Investors, which may provide terms and conditions that are more advantageous than those set forth
in the applicable Fund’s governing documents. Such terms and conditions may include special rights
to make future investments in the Funds or other investment vehicles or accounts managed by Phase
2, different transparency rights, reporting rights, different withdrawal/redemption rights and/or
different fee terms.
D. Phase 2 does not participate in any wrap fee programs.
E. As of December 31, 2022, we managed approximately $475,478,000 in regulatory assets under
management on a discretionary basis. We do not currently manage any assets on a non-discretionary
basis.
Phase 2: Part 2A Page 5