Rockridge Private Debt Pool

The investment objective of the Rockridge Private Debt Pool is to achieve consistent risk-adjusted returns with low volatility, primarily by investing in third-party investment funds that hold a diverse portfolio of actively managed private debt and real estate-related private equity investments based primarily in Canada and/or the United States. As it is intended that the Fund will have a low correlation to publicly traded securities, investors may use the Fund as a means to diversify their total portfolio holdings.

To achieve the Fund’s investment objectives, the Fund will primarily employ a fund of funds investment strategy; however, some portfolio investments may be direct. Specifically, the Fund will invest primarily in a portfolio of third-party investment fund (“Portfolio Funds”) (such as bridging and factoring funds, mortgage investment corporations, REIT’s, infrastructure funds, and other private debt and private equity real estate funds it deems suitable) that in turn will employ various private debt and real estate related strategies, including asset-based lending (“ABL”) to companies, mortgage lending, mezzanine lending, and direct investments in real property. The portfolio will not be subject to geographical or industry sector restrictions. However, it is intended that it will focus primarily on investment in companies and assets based in Canada and/or the United States.

Composition

Goodbye 60%/40%, high-interest rates during the 80s and 90s supported the case of the “balanced” portfolio. Today, volatile equity markets coupled with increasing interest rates and low return bonds have created headwinds for the investment community.

Hello 40%/40%/20%, Factoring and Real Estate, Mortgage Investment Corporations and Bridge Loans may provide portfolio stability with equity type returns.

This information transmitted is intended to provide general guidance on matters of interest for the personal use of the reader who accepts full responsibility for its use and is not to be considered a definitive analysis of the law and factual situation of any particular individual or entity. As such, it should not be used as a substitute for consultation with a professional accounting, tax, legal or other professional advisor. Laws and regulations are continually changing and their application and impact can vary widely based on the specific facts involved and will vary based on the particular situation of an individual or entity. Prior to making any decision or taking any action, you should consult with a professional advisor. The comments and information pertaining to the Rockridge Private Debt Pool (“The Portfolio”) is not to be construed as a public offering of securities in any jurisdiction of Canada. The offering of units of The Portfolio is made pursuant to the Offering Memorandum and only to investors in Canadian jurisdictions. Important information about The Portfolio is contained in the Offering Memorandum available through Willoughby Asset Management Inc. (the “Fund Manager”). Commissions, trailing commissions, management fees, performance fees and expenses all may be associated with investments in The Portfolio. Investments in The Portfolio are not guaranteed, the values change frequently and past performance may not be repeated. Unit values and investment returns will fluctuate and there is no assurance that The Portfolio can maintain a specific net asset value. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. Please read the Offering Memorandum before investing. Harbourfront Wealth Management Inc. (“Harbourfront”) has relationships with related and /or connected issuers, which may include the securities or funds discussed in this document and are disclosed in the Harbourfront Relationship Disclosure document and in the Statement of Policies Regarding Related and Connected Issuers, which can be accessed at harbourfrontwealth.com.

On May 28th, 2021 the Manager, Willoughby Asset Management Inc., established two new side pocket classes (“Class BFI-A” and “Class BFI-F”) to which the Manager allocated the Bridging Income Fund LP and Bridging Mid-Market Debt Fund LP (“Bridging Funds”), held in the Rockridge Private Debt Pool. On that date, the Manager allocated and distributed the Units of Class BFI-A pro rata in accordance with the number of Class A Units issued at that time, and the Units of Class BFI-F pro rata in accordance with the number of Class F Units issued at that time. As such, the Rockridge Class F above returns from May 31st, 2021 onward does not include the returns of the Bridging Funds. The fair value of the side pocketed investments are determined by the Manager in accordance with the Fund’s valuation procedures (see the Offering Memorandum Item 5.1 “Terms of Securities – Valuation Procedures”). The ultimate proceeds realized from these side pocketed investments could differ and the difference could be significant. See the Offering Memorandum Item 5.3 “Side Pockets”.

The Bridging Income Fund LP and Bridging Mid-Market Debt Fund LP, held in the Rockridge Private Debt Pool Class BFI-A and Class BFI-F, were allocated to the BFI series at the last known value at the Inception of that series which was as at March 31st, 2021. As of December 31st, 2021, the value was reviewed and adjusted to 34% of that value based on information that became available relating to the recovery rate expected from the funds. As of December 31, 2023 the Bridging Income Fund LP value was adjusted to 33.9% and the Bridging Mid-Market Debt Fund LP was adjusted to 42.94% based on the review and analysis of a third-party independent valuator and PricewaterhouseCoopers (PWC) information available at the time. The values will be updated once the net asset value of the funds are released by PricewaterhouseCoopers, the receiver of Bridging Finance Inc.

The Portfolio is available to clients of Harbourfront Wealth Management Inc. (“Harbourfront”), as outlined in the fund offering documents, available on our website at willoughbyasset.com. Harbourfront is an affiliate of Willoughby Asset Management Inc. (the “Fund Manager”), the principal selling agent of The Portfolio and receives fees for its advisory services as detailed in the Offering Memorandum. Investors may purchase The Portfolio through Harbourfront, Harbourfront Wealth Counsel Inc., Rothenberg Wealth Management, or other third-party selling agents retained by the Fund Manager.