Overview
ADVISORY BUSINESS
A. General Description of Advisory Firm.
Little River Capital Partners, LP (the “Investment Adviser” “we,” and “us”), is a
Delaware limited partnership that was formed in 2024.
We only have one office, which is located in Greenwich, Connecticut.
We are controlled by our principal owners, John Tuohy and Lance Smith (each a
“Principal Owner”).
B. Description of Advisory Services.
This Brochure generally includes information about us and our relationships with our
clients and affiliates. While much of this Brochure applies to all such clients and affiliates,
certain information included herein applies to specific clients or affiliates only.
1. Advisory Services.
We intend to serve as the investment adviser, with discretionary investment authority,
to private pooled investment vehicles, the securities of which are offered to investors on a
private placement basis (each such private pooled investment vehicle, a “Fund” and
collectively, the “Funds”). In addition, we may serve as an investment adviser with
discretionary trading authority over, and may also provide discretionary advisory services to,
separately managed accounts (the “Managed Accounts”). As used herein, the term “Client”
generally refers to each Fund and each beneficial owner of a Managed Account. Currently, we
are in formation and do not advise any Clients. We expect to establish, as needed, certain
entities to serve as general partner of one or more Funds.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any
securities. 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. Persons reviewing this Brochure should not construe this as an offer
to sell or a solicitation of an offer to buy the securities of any of the Funds described herein.
Any such offer or solicitation will be made only by means of a confidential private placement
memorandum.
2. Investment Strategies and Types of
Investments.
[The Investment Adviser will engage on behalf of our Clients in low volatility
investments uncorrelated to United States equity markets with an investment strategy that
endeavors to maximize returns in response to temporary imbalances of supply or demand by
exploiting price movements caused by events resulting in supply/demand imbalances in global
equity.]
As we establish our investment advisory business, we expect that our investment
approach will evolve. Client relationships are still in the process of being established and the
investment strategies that our Clients will pursue and the types of investments that Clients will
make are still to be finally determined. A description of the Clients’ investment strategies will
be included when we update our Form ADV within 120 days of filing.
The descriptions set forth in this Brochure of specific advisory services that we offer to
Clients, and investment strategies pursued and investments made by us on behalf of Clients,
should not be understood to limit in any way our investment activities. We may offer any
advisory services, engage in any investment strategy and make any investment, including any
not described in this Brochure, that we consider appropriate, subject to each Client’s investment
objectives and guidelines. The investment strategies we pursue are speculative and entail
substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be
no assurance that the investment objectives of any Client will be achieved.
C. Availability of Customized Services for Individual Clients.
Our investment decisions and advice with respect to each Client will be subject to each
Client’s investment objectives and guidelines, as will be set forth in each Client’s respective
offering documents. Similarly, our investment decisions and advice with respect to each
Managed Account are subject to each client’s investment objectives and guidelines, as set forth
in the Client’s investment management agreement, as well as any written instructions provided
by the Client to us.
D. Wrap Fee Programs.
We do not currently participate in any Wrap Fee Programs.
E. Assets Under Management.
We do not currently have any Client assets under management but we expect to have,
within 120 days of when our initial registration becomes effective, Client assets under
management sufficient to allow us to remain eligible for registration with the SEC.