Gorelick Brothers Capital is an SEC-registered investment adviser with its principal place of business in Charlotte, NC. The firm has been in business since 2003. Todd and Israel Gorelick and Christopher Skardon are the principal owners of the firm. (For purposes of this Brochure, principal owners include those with at least a 25% interest in the firm). Gorelick Brothers Capital provides investment management services to the private funds and other pooled investment vehicles set forth below (hereinafter collectively, “the Funds”). The Funds are not required to register under the Securities Act of 1933 or the Investment Company Act of 1940 in reliance upon certain available exemptions. Interests in the Funds are limited to certain qualified investors as set forth in the applicable Fund’s offering documents. We manage the Funds on a discretionary basis in accordance with the terms and conditions of each Fund's offering and organizational documents. As of December 31, 2019, the firm managed approximately $218,301,108.
Real Estate Funds
We manage Funds which make direct investments in residential real estate, principally single-family rental housing (the “SFR Funds”). The investment objective of the SFR Funds is to capitalize on demographic trends and a supply-demand imbalances in the market for affordable housing. The SFR Funds seek to profit from capital appreciation and current income from rental income. Because the SFR Funds generally hold only real property and other assets directly related to acquiring, renovating, and leasing, the advice provided by Gorelick Brothers Capital to the SFR Funds will not typically include securities related advice, and the remaining sections of this brochure are generally inapplicable to the SFR Funds.
Funds of Hedge Funds
Several of the Funds are managed as “funds of hedge funds” and, in respect of these Funds (hereinafter “FoHFs”), we primarily transact in the interests of the underlying hedge funds which in turn trade in various securities or other investments for the underlying fund. On a limited basis, however, we may also directly buy or sell securities or other investments for the FoHFs. Also, on a limited basis, we may allocate a percentage of a FoHF’s assets to be managed by a third-party manager in a separate account, rather than through a hedge fund or other pooled investment vehicle. From time to time, we may manage two or more FoHFs in parallel with each other. In other words, these Funds will typically hold the same underlying funds and, if applicable, separately managed accounts or other securities or investments, in roughly the same percentages subject to cash availability, availability of interests in the underlying funds and other considerations. As such, they are managed according to the same strategy and have similar risk profiles. We may pursue a range of investment objectives or strategies through our FoHFs. Since 2008, most of our FoHFs have sought to profit from opportunities arising from disruptions in credit markets, especially those related to residential mortgage lending. We seek to achieve our FoHFs’ investment objectives by allocating each Fund’s assets among a group of underlying funds or portfolio managers that primarily invest in assets and trades related to the FoHF’s particular strategy. In the case of those focused on residential mortgage lending, for example, our FoHFs invested primarily in agency residential mortgage-backed securities (“RMBS”), non-agency RMBS, and residential whole loans.
Additional Considerations
The information provided herein merely summarizes the detailed information provided in each Fund’s offering and organizational documents. Prospective investors in any one or more of the Funds should be aware of additional risks and requirements associated with investment. Prospective investors should refer to the appropriate Fund offering and organizational documents for important additional information and considerations. please register to get more info

For our services to the Funds, we charge a Management Fee and may charge Other Fees as described below. In addition, the General Partners (as defined at Item 10 of this Brochure) may receive an annual performance allocation or carried interest, a form of performance-based compensation (hereinafter “Performance Fees”), as described below.
Management and Acquisition Fees
In general, with respect to the FoHFs, Gorelick Brothers Capital receives a monthly management fee equal to 0.0833% (approximately 1.0% annually) from each investor’s share of the Fund’s Net Asset Value (the “Management Fee”). The Management Fee will generally be calculated and payable monthly, in advance, as of the first day of each month.
Performance Fees
Generally, the General Partners of the Funds are entitled to 10% of the FOHs’ distributions of net profits as performance compensation. Generally, if we expect a significant share of a Fund’s assets to be illiquid assets such as distressed securities, the Fund will pay such performance compensation only after the applicable Limited Partner has received a return of its entire capital contribution to the Fund and a preferred return as set forth in the applicable Fund offering documents. For certain Funds, the distribution of performance compensation to the General Partner may be accelerated upon any voluntary withdrawal of profits by a Limited Partner.
General Information
Personal Investments in Funds: Certain executive officers and/or other employees of Gorelick Brothers Capital and/or their family members have invested or may invest a portion of their personal net worth in one or more of the Funds. In addition, certain trusts and other entities formed for the benefit of certain of the Managing Members’ family members have invested in one or more of the Funds, and, in some cases, in some of the underlying funds in which the Funds have invested. Different Fee Schedules: The Management Fee and each General Partner’s Performance Fee may be discounted or waived with respect to any investor for any particular period at the sole discretion of Gorelick Brothers Capital or the General Partner, as applicable. Such discounted rate or waiver is not available to all or even most investors in the Funds. Termination: In general, an investor in one of the SFR Funds may not withdraw from the Fund. An investor in any of the FOHFs may withdraw part or all of its investment from any of the Funds subject to restrictions set forth in the applicable Fund’s offering documents. Gorelick Brothers Capital or the General Partner, as applicable, may in its sole discretion, waive or modify any of the terms of withdrawals for certain investors who are relatives, employees or affiliates of Gorelick Brothers Capital or the General Partner or its Principals, or for certain large or strategic investors as well as in any other case. Investors in each Fund should refer to the appropriate Fund’s private placement memorandum and offering documents for complete information regarding withdrawals of investments. Other Fees and Expenses: Prospective investors in any one of the FoHFs should note the existence of at least two layers of fees: Our management fee and performance-based compensation, as set forth above, as well as the management fee and/or performance- based compensation charged by the underlying hedge funds in which the Funds invest. This layering of fees is incorporated in the net income or loss of the Funds, is not readily apparent to investors and will lower the investor’s overall return. While the Funds do not typically invest in mutual funds, money market mutual funds may be used to “sweep” unused cash balances until they can be appropriately invested. In addition, from time to time, as appropriate, certain Funds may permit us to invest a portion of assets in ETFs and other publicly traded securities. Investors should recognize that all fees paid to Gorelick Brothers Capital for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and other public investment vehicles to their shareholders. These fees and expenses are described in each mutual fund’s or other public investment vehicle’s prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. The Funds will also generally be responsible for certain Fund expenses, including, but not necessarily limited to, legal expenses, professional fees (including, without limitation, expenses of consultants and experts) relating to investments, accounting expenses, auditing and tax preparation expenses, organizational expenses, insurance, government fees and taxes, expenses incurred in connection with the offering and sale of the Fund’s interests and other similar expenses related to the Fund. No Fund will be responsible for or otherwise incur the expenses attributable to any other of the Funds. In addition to fees paid to our firm or the General Partner, as appropriate, and to each of the underlying fund managers, investors will also be responsible for the fees and expenses charged by custodians and imposed by any broker dealer with which Gorelick Brothers Capital or an underlying fund manager effects transactions for the Funds. Side Letters: Gorelick Brothers Capital or the General Partner, as appropriate, has and may in the future, waive or modify the terms of investment for certain large or strategic investors, in side letters or otherwise, in its sole discretion, including but not necessarily limited to, a waiver or lowering of the Management or Performance Fees or fee structure. We may also agree to increased transparency or reporting though we would typically provide similar increased transparency and/or reporting to other investors upon their request. “Side Pockets”: A portion of any of the Funds’ capital may, from time to time, be invested in illiquid securities and instruments or which become illiquid after an investment is made. Under these circumstances, Gorelick Brothers Capital has the authority to hold such investments in separate, special situation sub-accounts (each a “Side Pocket”). Side Pockets will generally carry significant or complete restrictions on transfer or liquidation prior to the occurrence of events, which will typically be outside of our control or that of the General Partner of the effected Fund(s). A Fund investor may be required to hold Side Pocket assets for several years before any disposition can be effected. Direct Debiting: All fees are directly debited from each investor’s capital account. General: The information provided above is merely a summary of some of the salient terms and conditions of investing in the Funds. Investors and prospective investors should refer to the appropriate offering and organizational documents for additional detailed information, terms, conditions and risks involved with investing in the Fund(s). please register to get more info

MANAGEMENT
As we disclosed at Item 5 of this Brochure, the General Partners to the Funds, affiliates of Gorelick Brothers Capital through common ownership and control, will receive performance-based compensation from the Funds. Such performance-based compensation is generally calculated based on a share of all net realized income and gains and losses of the Fund. Investors and prospective investors in any of the Funds should note that performance- based compensation, in some contexts, can create an incentive for an adviser such as Gorelick Brothers Capital to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Side-by-side management refers to multiple client relationships where an adviser manages more than one advisory client relationship or portfolio on a simultaneous basis. Various conflicts of interest arise by such side-by-side management. For example, in theory, we could have incentive to favor a Fund paying performance-based compensation over one that does not pay performance-based compensation or a Fund paying higher aggregate performance-based compensation over one paying less. Again, in theory we could have incentive to favor a Fund in which members, officers and employees of Gorelick Brothers Capital and our affiliates have more of their personal or family assets invested. Since we always endeavor to put the interest of the Funds (and any new Fund launched by Gorelick Brothers Capital in the future) first as part of our fiduciary duty as a registered investment adviser, we will take the following steps to address any such conflicts, as applicable:
• We will disclose to investors and prospective investors the existence of material conflicts of interest, including the potential for our firm and its employees to earn more compensation from some Funds than others, if applicable;
• With respect to Funds managed in parallel and other limited situations where an investment may be appropriate for more than one of the Funds, we have implemented written policies and procedures for fair and consistent allocation of investment opportunities among the Funds, subject to the cash, availability of interests in the underlying portfolio companies and other appropriate considerations;
• We educate our employees regarding the responsibilities of a fiduciary, including the equitable treatment of all clients, regardless of the fee arrangement. Performance-based compensation will only be charged in accordance with the provisions of Rule 205-3 of the Investment Advisers Act of 1940 and/or applicable state regulations. please register to get more info

Our firm provides investment management services to several private investment funds as disclosed at Item 4 of this Brochure. The Funds have minimum investment amounts set out in their subscription documentation. Minimums range from $100,000 to $2 million. From time to time, we may advise other Funds with different minimum investment requirements. Because interests in the Funds and any new Fund launched by Gorelick Brothers Capital or our affiliates were and will be offered pursuant to certain exemptions from registration under the Securities Act of 1933 and the Investment Company Act of 1940, any investor or prospective investor in a Fund managed by Gorelick Brothers Capital must meet certain minimum qualifications requirements as set forth in the applicable Fund’s subscription documents. Investors and prospective investors should refer to the applicable Fund’s offering documents for information regarding that Fund’s minimum required capital investment as well as any additional qualifications required for investment. please register to get more info

RISK OF LOSS
As adviser to FoHFs, our firm invests in the interests of other hedge funds. As such, traditional fundamental, technical or other securities analysis is not possible when formulating recommendations. Instead, we rely on robust due diligence of the hedge funds and their investment managers in determining which funds to invest in on behalf of our clients. It is our policy and practice to conduct initial due diligence with respect to the investment manager of any prospective hedge fund investment and to monitor any selected investment manager on an on-going basis to determine and evaluate the portfolio management team’s background, experience and philosophy; the process by which the manager makes investment decisions; how those decisions are implemented; the manager’s investment track record in both up and down markets; the manager’s risk management controls, parameters and evaluation process, and the adequacy and effectiveness of the manager’s operational and compliance controls and infrastructure. It is our policy and practice to seek to avoid investment in any hedge fund where we determine that the manager of such fund has failed to adopt certain minimal operational and compliance controls and safeguards. The principal driver of portfolio selection is the relative skill of the underlying fund managers in research, trading, risk management and organization building, with integrity of the individual(s) managing the hedge funds a paramount consideration. The identity of underlying fund managers is likely to change over time; they may be removed by us or a new manager may be appointed without prior notice or consent of investors. Primary sources of information used to identify potential hedge funds for investment include personal references, qualitative reviews of funds’ portfolio managers as described above, and review of funds’ formal marketing and organizational documents, performance records, and other documents. One of the chief risks of investing with a third-party fund manager based, in part, on successful past performance is that the manager may not be able to replicate prior success in the future. In addition, as we do not control the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for the Funds. Moreover, as we do not control the manager’s daily business and compliance operations, it is possible for us to miss the absence of internal controls necessary to prevent fraud or other business, regulatory or reputational deficiencies. We generally purchase interests in underlying hedge funds with the intention to hold them in the FoHFs for a year or longer. This investment strategy is typically referred to as “long-term purchases.” A risk in a long-term purchase strategy is that, if our projected analysis of the underlying fund’s performance is incorrect or if the underlying fund’s manager deviates from the stated investment mandate or strategy of the portfolio, it will usually take 90 days or longer before we can liquidate the position. Risks in General: Securities investments are not guaranteed, and you may lose money on your investments. Investors or prospective investors should carefully review the Private Placement Memorandum for the applicable Fund under consideration for a detailed explanation of many of the risks associated with the Fund based on its objective and investment strategy as well as the underlying investments and other specific risks. please register to get more info

We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Neither our firm nor our management personnel have reportable disciplinary events to disclose. please register to get more info

AFFILIATIONS
Biltmore Family Office, LLC (“BFO”), is a SEC registered investment adviser. Todd Gorelick, Israel Gorelick, and Christopher Skardon are members of BFO. Israel Gorelick is also BFO’s Chief Investment Officer, and Christopher Skardon serves on the Investment Advisory Committee for BFO. We are affiliated with the Funds’ general partners (“General Partners”) through common ownership and control. Todd Gorelick, Israel Gorelick, and Christopher Skardon, each members of Gorelick Brothers Capital, are also the principal and controlling members of the General Partners. As disclosed at Item 5 of this Brochure, the General Partners are entitled to performance fees earned pursuant to the terms and conditions of the Funds’ offering documents. As such, these fees will ultimately inure to the benefit of the principals of Gorelick Brothers Capital. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
All investment advisers have a fiduciary responsibility to put their clients’ interests ahead of the adviser, and those individuals working with Gorelick Brothers Capital understand this importance. Our Chief Compliance Officer ensures that the firm has policies and procedures in place to address these concerns. Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct we require of our employees, including compliance with applicable federal securities laws. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm’s access persons. Among other things, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering and provides for oversight, enforcement and recordkeeping. A copy of our Code of Ethics is available to our advisory clients and prospective clients, including investors and prospective investors in one or more of the Funds, upon request to the Chief Compliance Officer, at the firm’s principal office address. As disclosed at Item 5 of this Brochure, certain executive officers and/or other employees of Gorelick Brothers Capital and/or their family members have invested or may invest a portion of their personal net worth in one or more of the Funds. In addition, certain trusts and other entities formed for the benefit of certain of the Members’ family members have invested in one or more of the Funds, and, in some cases, in some of the underlying funds in which the Funds have invested. It is the expressed policy of our firm that no person employed by us may usurp an investment opportunity for a personal account, family member’s account, or any other account over which the officer or employee may have investment authority, when the opportunity may be appropriate for one or more of the Funds, without first presenting the opportunity to the Chief Compliance Officer, particularly when there is limited availability for participation in the opportunity. As these situations present conflicts or potential conflicts of interest, we have established the following restrictions in order to ensure our fiduciary responsibilities:
• No officer or employee of our firm may prefer his or her own interest, or the interests of immediate family members or other beneficial owners of accounts in which the officer or employee may have investment authority, to that of an advisory client.
• We maintain a list of all securities holdings for our firm and anyone associated with this advisory practice with access to advisory recommendations. These holdings are reviewed on a regular basis by the Chief Compliance Officer.
• All of our officers and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices.
• Any individual not in observance of the above may be subject to disciplinary action up to and including termination. The Investment Advisers Act of 1940 makes it unlawful for any investment adviser, directly or indirectly, acting as principal for its own account, to knowingly sell any security to, or purchase any security from, a client without disclosing to the client in writing the capacity in which the adviser is acting and obtaining the client's consent to the transaction. This rule may apply to certain transactions involving accounts in which investment advisers have interests, such as private fund investments by the firm’s owners, principals, or employees. The SEC has indicated that when an investment adviser and/or its controlling persons own more than 25% of a fund’s outstanding securities, it would be effectively treated as a principal transaction if such an account were to engage in a trade with another client account or fund. Gorelick Brothers Capital has adopted specific policies and procedures for monitoring the level of proprietary ownership in each Fund it manages. As a general matter, neither the firm nor our related persons are permitted to engage in principal transactions with the Funds. In the event of a change to this policy, Gorelick Brothers Capital will obtain the requisite consent before engaging in such a transaction as required and will amend these disclosures accordingly. please register to get more info

Because each of the Funds investing in securities is structured as a fund of hedge funds, we do not directly manage client securities portfolios in the traditional sense, but rather, we invest those Funds’ assets in the interests of other hedge funds that are directly managed by unrelated third-party investment managers. The manager of any fund considered for investment will generally have their own policies, practices and procedures with respect to brokerage. These underlying fund managers will generally have been granted the discretionary authority to select the broker dealer through which to execute trades on behalf of the underlying fund through the fund’s organizational documents, offering documents or investment management agreement. As part of its due diligence, Gorelick Brothers Capital will seek to ensure that any manager of a hedge fund recommended for the Funds has adopted written policies and procedures reasonably designed to ensure that the manager will obtain best execution for trades placed in the underlying fund and that the manager endeavors to select brokers, dealers or other counterparties that will provide the best services at the lowest commission rates possible under the circumstances. It should be noted, however, that we do not have any direct influence or control over the underlying managers’ selection of brokers or counterparties when executing transactions. Due to the nature of our advisory services and investment model, we will directly execute a transaction for a Fund primarily when implementing a recommendation that the Fund invest in a hedge fund or other private fund. Depending on the specific circumstances, we will typically subscribe to the interests of a fund on behalf of one or more of the Funds through direct contact with the private fund’s general partner or manager or by responding to a solicitation of a finder or the fund’s placement agent or prime broker. Typically, due to the limited nature and regulatory structure of the private funds, multiple subscription sources, finders or prime brokers will not be available, and we may not be able to seek to execute the transaction through any other source or to negotiate finder fees, if any. On a limited basis, we may directly trade in securities or other investments (other than the interests of other hedge funds or private funds) on behalf of the Funds. Under these circumstances, it is our policy to seek the best overall execution under the circumstances when selecting a broker through which to place the trade. Our principal considerations when selecting a broker is the broker’s compatibility with the Fund custodian’s clearing and settlement platform and the capacity for the assets to be held in the name of the Fund rather than in “street name.” Assuming that a broker meets these principal criteria, additional considerations when selecting a broker, as applicable, may include the following:
• Overall costs of a trade (i.e., net price paid or received) including commissions, mark-ups, mark-downs or spreads in the context of Gorelick Brothers’ knowledge of negotiated commission rates currently available and other current transaction costs;
• Quality of execution including accurate and timely execution, clearance and error/dispute resolution;
• The broker's ability to execute transactions of size in both liquid and illiquid markets at competitive market prices without disrupting the market for the security traded and the ability of the broker to obtain exposure in the countries traded;
• The range of services offered by the broker, including the quality and timeliness of market information (market color, ideas), range of markets and products covered, quality of research services provided and recommendations made by the broker;
• The broker's access to particular issuers (e.g., coverage of securities, access to public offerings and research materials);
• The broker's financial responsibility, creditworthiness and responsiveness;
• The broker's reputation, financial strength and stability as compared with others. As a matter of practice, where the Investment Committee has determined that a security or other investment should be bought or sold for more than one Fund, it is our policy, so far as is practical within the constraints of each Fund’s investment guidelines, that purchases and sales generally be executed in large blocks and allocated proportionately among each Fund for which they are appropriate. In these instances, the Funds participating in any aggregated transactions will receive an average share price and transaction costs will be shared equally and on a pro-rata basis. We do not have any formal or informal soft-dollar arrangements and do not receive any soft-dollar benefits from any broker, dealer or other counterparty. please register to get more info

Reviews
Gorelick Brothers Capital monitors the portfolio managers of each underlying fund on an ongoing basis. Gorelick Brothers’ investment personnel responsible for monitoring FoHFs are Todd Gorelick and Christopher Skardon, both Managing Members of Gorelick Brother Capital.
Reports
The Funds are audited annually by an independent certified public accountant that is both registered with, and subject to regular inspection by, the Public Companies Accounting Oversight Board and a copy of the audited financials are sent to each investor on a timely basis. In addition to annual audited financial statements, investors will receive reports on the performance of the applicable Fund no less frequently than quarterly, unless a FOHF is in the process of liquidating its holdings, in which we will report periodically as material activity occurs. please register to get more info

Other than as already disclosed at Item 10 of this Brochure, neither Gorelick Brothers Capital, nor any officer, director or employees of the firm, receive compensation from third parties in connection with providing investment advice to its clients. Currently, the Funds are the firm’s only clients. As part of our marketing efforts, we, or the Fund’s General Partner, as applicable, have entered into arrangements to compensate certain persons, including third party placement agents and/or others, for referring investors to the Funds. If an investor is referred to one of the Funds through one of these arrangements, we will pay the referring party a fee calculated as an agreed percentage of the investor’s initial investment in the Fund and/or an on-going fee based on a percentage of the Management Fee and/or Performance Fee or Allocation charged to the investor’s capital account by Gorelick Brothers Capital. We reserve the right to enter into additional, similar arrangements in the future. Although common, such referral arrangements do create a potential conflict of interest because, in theory, the referrer may be motivated, at least partially, by financial gain and not because the Funds are the most suitable to the prospective investor’s needs. please register to get more info

Because we act as investment adviser and as general partner to the Funds, we are deemed to have custody of client assets under current applicable regulatory interpretations. As an adviser with custody, we seek to have each of the Funds audited on an annual basis by an independent public accountant that is both registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (PCAOB). With respect to the SFR Funds, we seek to send the audited financials to each investor within 120 days of the applicable Fund’s fiscal year end. For each FoHF, we seek to send the audited financials to each investor within 180 days of the applicable Fund’s fiscal year end. please register to get more info

As investment adviser to the Funds, Gorelick Brothers Capital is granted the discretionary authority in the relevant organizational documents and/or advisory agreements to determine which securities or other assets and the amounts of such securities or other assets that are bought or sold for the Funds. please register to get more info

Typically, FoHF underlying fund managers will vote proxies with respect to the holdings in their respective funds. However, in certain circumstances Gorelick Brothers Capital may be required to vote proxies solicited by the underlying funds whose interests are held directly by the Funds or with respect of direct securities investments made by the Funds. Under these circumstances, Gorelick Brothers Capital will vote proxies in the best interest of the Funds, typically with the goal of maximizing value for the Funds and the investors in the Funds. To that end, Gorelick Brothers Capital endeavors to vote proxies in the manner that it determines in good faith will be the most likely to cause the Funds’ investments to increase the most or decline the least in value. Consideration is given to both the short and long-term implications of the proposal to be voted on when considering the optimal vote. Gorelick Brothers Capital’s complete proxy voting policy and procedures has been memorialized and is available for investors to review. Gorelick Brothers Capital’s clients may obtain a copy of our complete proxy voting policies and procedures by contacting administration directly. please register to get more info

Under no circumstances will we earn fees in excess of $1,200 more than six months in advance of services rendered, therefore, we are not required to include a financial statement with this brochure. Gorelick Brothers Capital has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info