Prime Finance Advisor LP

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Prime Finance Advisor LP
CRD #159971
SEC #801-73438
CIK #
AUM 22.22 B (2026-05-19)
Employees 185 (49% Investors, 0% Brokers)
Fees
Minimum
Phone415-986-2415
Address600 Montgomery Street
San Francisco, CA 94111
Source [IAPD] [Website] [Twitter] [LinkedIn] [Facebook]
Total AUM ($B)
25201510502010201520212027
Fees and Compensation — Form ADV Part 2A (3/31/2026) [Brochure]
Item 5: Fees and Compensation

General

The Advisors provide investment advisory services to each of the Funds (including their
subsidiaries) pursuant to separate investment advisory, services and/or sub-services agreements
(the “Agreements”). The Agreements for each Fund, along with any specific organizational
documents of such Fund, set forth the Prime Group entity which receives management or similar
fees in connection with the investment advisory services provided by the Advisors to such Funds.

Depending on the Fund, various Prime Group entities receive management fees (including the
Administration Fees and Residential Fund Commitment Fees (each as defined below)) and also
are eligible to receive performance fees or carried interest based on the returns of the Funds. For
the Residential Funds, Prime Group affiliates generally also receive property management fees,
construction management fees, and financing fees. For the Finance Funds, Prime Group does not
receive any compensation other than management fees and either carried interest or performance
fees. Investors should review all fees charged by Prime Group and its affiliates to fully understand
the total amount of fees to be paid by a Fund and, indirectly, by its Investors. The fees paid by the
Funds are subject to negotiation with Investors during the fundraise period for the relevant Fund,
but thereafter are not negotiable.

Prime Group, to the extent permissible by the Governing Fund Documents, reserves the right to
waive, alter or reduce all or any portion of its fees and incentive compensation for certain
Investors, including employees, Prime Group principals, strategic partners, advisors and
consultants and others, as may be determined in Prime Group’s sole discretion.

Administration, Management and Commitment Fees

Finance Funds. Each Finance Fund and/or one or more of its subsidiaries pays, without
duplication, Prime Finance (and/or Prime Finance Chicago and Prime Finance New York) an
annual fee (the “Management Fee”) for providing investment advisory and related services as set
forth in each Finance Fund’s Governing Fund Documents. During a Finance Fund’s investment
period, the aggregate annual Management Fee is generally equal to 1.8% of such Finance Fund’s
total committed capital (whether funded or unfunded). After a Finance Fund’s investment period
and throughout its remaining term, the aggregate annual Management Fee generally is 1.8% of
such Finance Fund’s Net Equity Invested. As further detailed in a Finance Fund’s Governing
Fund Document, “Net Equity Invested” generally means, as of the calculation date, the lesser of:
(x) the aggregate capital commitments of all Investors in such Finance Fund and (y) an amount
equal to (I) the aggregate cost basis of all investments held by such Finance Fund as of such date,
less (II) total indebtedness (without duplication) secured by investments held by such Finance
Fund as of such date (provided, that cash proceeds from the sale of an investment that has been
determined by the General Partner to be used to repay all or a portion of any indebtedness
attributable to such investment shall be treated as having repaid such indebtedness), less (III) the
amount of any loan amortizations and principal or partial payoffs or realizations (but not interest
payments), as applicable, received by such Finance Fund with respect to investments held by such

Form ADV Part 2 Brochure                                                             March 31, 2026

Finance Fund as of such date, net of any portion of such amortization, partial payoff or partial
realization that is used to repay any indebtedness, up to the aggregate cost attributable to such
investment (it being understood that, for the purposes of this clause (III), the term “investment”
may refer to a particular class of any bond issuance in which such Finance Fund has made an
investment); and less (IV) the aggregate cost basis of any investment to the extent there has been a
complete write-off of such investment through the end of the immediately preceding period (it
being understood that, for the purposes of this clause (V), the term “investment” may refer to all
of the classes of any bond issuance in which such Finance Fund invested). The Management Fee
is calculated for each Finance Fund (and, if applicable, such Finance Fund’s holding company or
holding companies), deducted from such Finance Fund (and/or their holding company(ies), as
applicable) and paid quarterly in advance to Prime Finance (and/or Prime Finance Chicago and
Prime Finance New York) from capital contributions received from the Investors or cash received
from such Finance Fund’s investments or financings. Certain Investors bear lower Management
Fees based on, among other things, the size of each such Investor’s aggregate capital
commitments to one or more Finance Funds and whether such Investor is a Prime Finance
employee, deemed by the General Partner to be a “strategic investor” and/or has participated in a
Finance Fund’s first closing (when applicable), which, for certain Finance Funds, only applies
during such Fund’s investment period. In some cases, Prime Finance affiliates, principals,
employees or their related persons that invest in or alongside a Finance Fund do not bear
Management Fees. The Management Fees borne by Investors are explicitly provided for in each
Finance Fund’s Governing Fund Documents (and confirmed in certain Investors’ side letters) and
generally result in net Management Fees to Prime Finance (including Prime Finance Chicago and
Prime Finance New York, as applicable) of 1.15% to 1.8% of committed capital or net equity
invested, as applicable, with respect to each individual Investor. Management Fees borne by
Investors in Prime Finance co-investment vehicles or separately managed accounts (if any) may
be different than the foregoing rates.

Under certain Governing Fund Documents, Prime Finance may, without the consent of or notice
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2026) [Brochure]
Item 7: Types of Clients

Prime Group provides discretionary management and advisory services to the Funds directly,
subject to the direction and control of the affiliated General Partner of each Fund, and not
individually to the Investors. Investors in the Funds include, but are not limited to, high net worth
individuals, pension plans, endowments, foundations, other pooled investment vehicles (e.g.,
funds-of-funds or funds-of-one), trusts, estates or charitable organizations, and corporate or
business entities. None of the Funds are registered under the Investment Company Act, in reliance
on an appropriate exemption.

The minimum commitment for an Investor is outlined in the Governing Fund Documents or
determined by Prime Group at the time of formation of a Fund; however Prime Group maintains
discretion to accept less than the minimum investment threshold. Investors are required to meet
certain suitability qualifications, such as being an “accredited investor” within the meaning set
forth in Rule 501(a) of Regulation D under the Securities Act, and, for those Funds relying on the
exemption from registration under the Investment Company Act under Section 3(c)(7) thereof, a
“qualified purchaser” or “knowledgeable employee” (each as defined therein). Also, Investors are
required to make certain representations when investing in a Fund, including (among others), that
(i) they are acquiring an interest for their own account, (ii) they received or had access to all
information they deem relevant to evaluate the merits and risks of the prospective investment and
that (iii) they have the ability to bear the economic risk of an investment in the Fund. Details
concerning applicable Investor suitability criteria are generally set forth in the respective
Governing Fund Documents or provided in Investor’s subscription materials and related
documentation.

Form ADV Part 2 Brochure                                                            March 31, 2026
Type Form D Funds Date Sold AUM
RE Prime Residential Opportunities Fund LP [2026-03-31] 35.7 M
Filed 2024-05-02 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
PE Prime Finance CMBS Opportunities Fund 4 LP [2025-03-28] 222.0 M 674.4 M
Filed 2024-11-12 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
RE Prime Finance CMBS Opportunities Fund 4 Parallel Entity LP [2025-03-28] 48.3 M
Filed 2024-03-07 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
RE Prime Finance Special Situations Fund 2 LP [2024-03-29] 777.1 M
Filed 2023-06-08 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
RE Prime Finance Special Situations Fund 2 Parallel Entity LP [2024-03-29] 114.0 M
Filed 2023-06-08 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
HF Prime Finance Partners IV LP [2023-03-29] 10.5 M
Filed 2014-09-09 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
HF Prime Finance Partners IV Parallel Entity B LP 2023-03-29 0.5 M
HF Prime Finance Partners IV Parallel Entity LP 2023-03-29 3.1 M
RE Prime Oceanside Investments LP [2023-03-29] 18.0 M 244.6 M
Offered $20,250,000 · Filed 2009-04-15 (D) · Exemption 506 · Remaining $2,250,000 · Duration One year or less · Revenue Decline to Disclose
RE Prime Skylark Coinvest LP 2023-03-29 76.8 M
View All
AUM Breakdown Accounts AUM ($B)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 73 22.2
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 73 22.2
By Discretionary
Discretionary 73 22.2
Non-Discretionary 0 0.0
Total 73 22.2
By Non-United States Persons
Non-United States Persons 0.7
United States Persons 21.6
Total 73 22.2
Form D Directors Role # Filings # Firms 2011 - 2026
John Atwater Executive Officer 71 2
Steven Gerstung Executive Officer 56 2
Jon Brayshaw Executive Officer 56 2
Scott Douglass Executive Officer 51 2
Daniel James Executive Officer 47 2
Prime Finance Special Situations Fund 2 GP LLC Promoter 5 2
Resources Group LLC Construction Management Executive Officer 3 2
Prime Finance GP IV LLC Promoter 2 2
Prime Finance Special Situations 2020 GP LLC Promoter 3 1
Prime Finance Cmbs Opportunities Fund 4 GP LLC Promoter 2 1
Prime Finance GP III LLC Promoter 1 1
Construction Management Resources Group LLC Executive Officer 1 1
Prime Residential Opportunities Fund GP LLC Promoter 1 1
Construction Management Resources Group Executive Officer 1 1
Main Acquisition LLC Prime South Executive Officer 1 1
Prime Oceanside Acquisition Executive Officer 1 1
Prime Hermosa Coinvest Acquisition LLC Promoter 1 1
Acquisition LLC Prime Old County Executive Officer 1 1
GP II LLC Prime Finance Executive Officer 1 1
Prime Spectrum Acquisition LLC Executive Officer 1 1
Firm Profile (Form ADV)
Discretionary AUM$5.5B
ServesInstitutional
Fund TypesHedge Fund, Private Equity, Real Estate
LEI9845005A7CBAFX76A787
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