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Item 1. Cover Page
Form ADV Part 2A
Last Updated: March 24, 2025
610 Newport Center Drive, Suite 500
Newport Beach, CA 92660
Toll Free (800) 888-4551
Tel (949) 721-9580
Fax (949) 721-9973
www.canterburyconsulting.com
This brochure provides information about the qualifications and business practices of Canterbury Consulting
Incorporated (“Canterbury”). If you have any questions about the contents of this brochure, please contact
Poorvi Parekh at (949) 718-2224. The information in this brochure has not been approved or verified by the
United States Securities and Exchange Commission or by any state securities authority.
Additional information about Canterbury also is available on the SEC’s website at www.adviserinfo.sec.gov.
Although Canterbury uses the term “registered investment adviser” or “registered” throughout this Form ADV
Part 2A, the use of these terms is not intended to imply a certain level of skill or training.
Form ADV Part 2A for Canterbury Consulting Incorporated
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Item 2. Material Changes Since Last Update
Material Changes Since Last Annual Amendment:
Since our last annual amendment filing on March 15, 2024, we have made no material changes.
Annual Update
The Material Changes section of this brochure will be updated annually and/or when material changes occur
since the previous release of Canterbury’s Brochure. A summary of changes is necessary to inform clients of
any substantive changes to Canterbury’s policies, practices or conflicts of interests so that they can determine
whether to review the brochure in its entirety or to contact Canterbury with questions about the changes.
Pursuant to SEC Rules, we will ensure that you receive a summary of any material changes to this and
subsequent Brochures within 120 days of the close of our business’ fiscal year. We will further provide other
ongoing disclosure information about material changes as necessary.
Full Brochure Available
Clients who would like to receive a complete copy of our Firm Brochure, please contact us by telephone at
(949) 721-9580 or by fax (949) 721-9973, or visit our website at www.canterburyconsulting.com.
Form ADV Part 2A for Canterbury Consulting Incorporated
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Item 3. Table of Contents
ITEM 1. COVER PAGE ............................................................................................................................................. 1
ITEM 2. MATERIAL CHANGES SINCE LAST UPDATE ................................................................................................. 2
ITEM 3. TABLE OF CONTENTS ................................................................................................................................. 3
ITEM 4. ADVISORY BUSINESS ................................................................................................................................. 5
PRINCIPAL OWNERS ....................................................................................................................................................... 5
INSTITUTIONAL SERVICES ................................................................................................................................................. 6
FAMILY OFFICE SERVICES ................................................................................................................................................. 7
PRIVATE FUNDS ............................................................................................................................................................. 7
RETIREMENT ACCOUNT ADVICE ........................................................................................................................................ 8
ASSETS UNDER ADVISEMENT ........................................................................................................................................... 8
ITEM 5. FEES AND COMPENSATION ....................................................................................................................... 9
OTHER FEES AND EXPENSES ........................................................................................................................................... 10
PRIVATE FUNDS ........................................................................................................................................................... 10
ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ............................................................. 10
ITEM 7. TYPES OF CLIENTS ................................................................................................................................... 10
REQUIREMENT FOR OPENING ACCOUNTS (MINIMUM INVESTMENT AMOUNT) ........................................................................ 11
ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS .................................................. 11
INVESTING INVOLVES RISK ............................................................................................................................................. 11
PRIVATE FUNDS ........................................................................................................................................................... 11
ITEM 9. DISCIPLINARY INFORMATION ................................................................................................................. 13
DISCLOSURE EVENTS..................................................................................................................................................... 13
ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ................................................................ 14
BROKER/DEALER AFFILIATION ........................................................................................................................................ 14
LIMITED PARTNERSHIPS / PRIVATE FUNDS ........................................................................................................................ 14
CODE OF ETHICS .......................................................................................................................................................... 14
PARTICIPATION / INTEREST IN CLIENT TRANSACTIONS ......................................................................................................... 15
ITEM 12. BROKERAGE PRACTICES ........................................................................................................................ 16
RESEARCH AND OTHER SOFT DOLLAR BENEFITS ................................................................................................................. 16
BROKERAGE FOR CLIENT REFERRALS ................................................................................................................................ 16
DIRECTED BROKERAGE .................................................................................................................................................. 16
ITEM 13. REVIEW OF ACCOUNTS .......................................................................................................................... 16
ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION .................................................................................. 16
ECONOMIC BENEFIT FROM NON-CLIENTS ......................................................................................................................... 16
DIRECT/INDIRECT COMPENSATION FOR CLIENT REFERRALS .................................................................................................. 17
ITEM 15. CUSTODY ............................................................................................................................................... 17
FEE DEBITING AUTHORITY & THIRD-PARTY STANDING LETTERS OF AUTHORIZATION ................................................................. 17
FIRST-PARTY DISBURSEMENTS ........................................................................................................................................ 18
PRIVATE FUNDS ........................................................................................................................................................... 18
ITEM 16. INVESTMENT DISCRETION ..................................................................................................................... 18
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ITEM 17. VOTING CLIENT SECURITIES ................................................................................................................... 18
ITEM 18. FINANCIAL INFORMATION .................................................................................................................... 18
PRE-PAYMENT OF FEES ................................................................................................................................................. 18
MATERIAL IMPACT OF DISCRETIONARY AUTHORITY ............................................................................................................ 18
CUSTODY DISCLOSURE .................................................................................................................................................. 19
BANKRUPTCY DISCLOSURE ............................................................................................................................................. 19
PRIVACY POLICY ................................................................................................................................................... 19
PRIVACY POLICY NOTICE................................................................................................................................................ 19
Form ADV Part 2A for Canterbury Consulting Incorporated
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Item 4. Advisory Business
Canterbury Consulting Incorporated, (“Canterbury”) is an SEC registered investment adviser and independent
consulting firm established in 1988. Canterbury provides consulting services primarily to endowments,
foundations, individuals, and family offices, (collectively referred to as “Clients”). Canterbury manages
customized investment programs for institutional and taxable investors whereby we are the investment office
for our clients. In that role, we provide objective and aligned investment strategies, asset allocation, manager
selection, risk management, implementation, and measurement. Our goal is to deliver a program that exceeds
the needs and expectations of our clients in terms of performance and service.
Canterbury, through certain affiliates, also provides investment advisory services to privately pooled
investment vehicles. These affiliates are Supervised Persons of Canterbury and intend to conduct their
activities in accordance with the Investment Advisers Act of 1940 as amended (the “Advisers Act”) and the
rules thereunder. Any employees of such affiliates and other persons acting on their behalf are and shall be
subject to the supervision and control of Canterbury. Such affiliates rely on Canterbury’s registration under the
Advisers Act and are not registered themselves.
The fee range for each particular service is subject to negotiation and will vary depending on various
circumstances, including the scope of the services to be provided (the minimum fees and fee ranges for
existing clients prior to current calendar year for some clients differ from those indicated below).
Principal Owners
For the purpose of this section, Canterbury lists its principal owners as any person directly owning 20% or more
of Canterbury as disclosed on Schedule A of Part 1A of Form ADV as of the date of the last updated filing.
Canterbury’s principal owner:
Name:
Education:
Background:
D. Robinson Cluck
Pepperdine University, Malibu, CA; M.B.A.
University of California, Irvine, B.A.
Canterbury Consulting Incorporated, Chairman (2009-Present)
Canterbury Consulting Incorporated, President/CEO (1990-2009)
Flint, Krueger, Beimfohr & Cluck, Inc., Managing Director (1988-1990)
Kidder, Peabody & Co., Inc., Vice President (1980-1988)
Smith, Barney & Co., Inc., Account Executive (1978-1980)
Mr. Cluck is a co-founder of Canterbury Consulting and has over 40 years of investment consulting experience.
He serves as the chair of Canterbury’s Board of Directors and is a member of the firm’s Outsourced CIO
Committee. He also sits on Canterbury’s Fixed Income and Hedge Fund Manager Research Committees that
perform due diligence and make recommendations on specific fixed income managers. Prior to forming
Canterbury in 1988, Mr. Cluck was a founder, principal, and vice president of the Institutional Consulting
Services of Kidder Peabody, Newport Beach. From 1978 to 1979, he was with Smith Barney Harris Upham &
Company. Mr. Cluck is a trustee and serves as chair of the investment committee of the University of California,
Irvine Foundation and co-author of “Asset Management for Endowments & Foundations.”
He holds a Bachelor of Arts degree in economics from the University of California, Irvine and a Master of
Business Administration from Pepperdine University.
Canterbury is not a publicly held company and no part of Canterbury is owned by an individual or company
through any subsidiaries or “intermediate subsidiaries.”
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Canterbury focuses on meeting the needs of clients; as a result, our service offerings reflect that focus and
have grown to match our clients’ evolving needs. Our clients have differing levels of staffing, resources, and
needs as related to portfolio oversight and implementation. Therefore, we provide the following service
platforms to institutional clients: Institutional Advisory Services and Canterbury Outsourced CIO Services. We
also provide Wealth Management Services to private clients and family offices.
Institutional Services
Institutional Advisory Services
Institutional Advisory Services encompass all aspects of a traditional non-discretionary consulting
engagement. Under this arrangement Canterbury collaborates with decision makers and staff on all matters
related to their investment policy development and portfolio construction and provides ongoing oversight and
advice. Advisory services are most suitable for institutions with an investment committee that is highly focused
on all aspects of their portfolio construction and oversight and has the staff to support ongoing administration.
Institutional Advisory Services include:
Investment manager research
Implementation of socially responsible investing guidelines
Portfolio assessment
Spending policy analysis
Investment policy development
Strategic asset allocation planning
Portfolio construction and risk management
Performance reporting
Custodian evaluation
Client education
Quarterly meetings
Canterbury Outsourced CIO Services (OCIO)
Canterbury Outsourced CIO is our discretionary consulting engagement. Under this arrangement Canterbury
works with clients’ investment committees to set appropriate investment policy constraints. All other aspects
of portfolio construction, trading, and back-office and administrative functions are delegated to Canterbury via
a Limited Power of Attorney (LPOA). Canterbury Outsourced CIO Services are most suitable for institutions that
seek to delegate day-to-day activities, allowing our clients’ decision makers and staff to focus on high-level
portfolio policy decisions.
Canterbury’s Outsourced CIO Services includes all services listed under Institutional Advisory Services as well
as the following:
Administrative implementation of all investment decisions
Engagement and termination of investment managers
Portfolio construction and tactical shifts within the parameters of the investment policy statement
Support client’s internal staff in their work with their auditors
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Family Office Services
Canterbury provides Family Office Services to our private clients and family offices considering each investor’s
specific investment goals, cash flow needs, tax situation, gifting and estate planning goals, and philanthropic
goals.
Family Office Services include:
Investment manager research
Implementation of socially responsible investing guidelines
Assistance with charitable giving
Prepare a family strategic plan
Wealth management
Portfolio assessment
Investment policy development
Strategic asset allocation planning
Portfolio construction and risk management
Performance reporting
Custodian evaluation
Client education
Quarterly meetings
Other services include but not limited to: philanthropic planning, wealth strategies, consideration for outside
assets, engaging with future generations and assistance with direct investments.
Private Funds
Canterbury Consulting serves as a discretionary advisor to private funds. Canterbury’s funds provide a turnkey
way of accessing Canterbury’s expertise in asset allocation, manager selection and portfolio construction.
Canterbury’s funds are organized around the following themes:
The Canterbury Consulting Private Equity Funds are a series of private equity fund of funds. The
funds are raised every 2-3 years and each time the General Partner has organized 2 partnerships:
a “Taxable Partnership” and a “Tax-Exempt Partnership” to make investments in one or more
external private equity pooled investment vehicles managed by investment managers selected by
Canterbury. Investors in the Canterbury Private Capital (“PC”) Funds must be “accredited
investors” as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended. In some cases, the fund vehicle could require investors to also be “qualified
purchasers”, as such term is defined in Section 2(a) 51 of the Investment Company Act of 1940.
The Canterbury Private Income Funds are a series of Private credit fund of funds. Canterbury has
organized the funds to make investments in private debt pooled investment vehicles managed by
investment managers selected by Canterbury. Investors in Canterbury’s Private Income Fund I
must be “accredited investors,” as such term is defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended.
The private equity fund of funds invests across an array of individual private equity strategies. Each underlying
fund will have a specific investment strategy such as buyout and other later-stage private equity, growth
equity, secondary investments, distressed for control and other opportunistic private investments. Within the
private income fund of funds, each underlying fund will have a specific investment strategy focus such as
direct lending, asset-based lending, special situations, real estate debt and other opportunistic private credit
strategies. The underlying investment funds in the Canterbury private funds are managed by investment
management teams that Canterbury believes are top-tier within their segments.
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The Canterbury Bond Fund is a US core fixed income fund with the objective to maximize long term
total return. To achieve its objectives, the General Partner (through the Subadvisors, selected by the
General Partner) generally seeks to invest in debt securities that, in its opinion, possess fundamental
value.
No Management Fee is paid in respect of Interests in the Partnership held by current consulting clients of
Canterbury, for such periods as such persons are consulting clients of Canterbury.
When requested, Canterbury will create bespoke partnerships that are tailored to the investment
mandate of an individual client. This includes a partnership designed to invest in a selection of
partnership interests or in direct investments that fit the investment criteria set by the investor. In
such cases the firm will work with the client to define Canterbury’s role in the selection and
management of underlying investments.
The Taxable Partnerships intend to operate principally for the benefit of U.S. taxable investors. The Tax-
Exempt Partnerships intend to operate principally for the benefit of U.S. tax exempt investors who are
sensitive to "unrelated business taxable income" ("UBTI"), as defined in section 512 of the U.S. Internal
Revenue Code of 1986, as amended (the "Code").
For complete fund information and fund detail, please refer to each fund’s operating documents.
Retirement Account Advice
When we recommend investing in one of our proprietary or related private funds or provide investment advice
to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the
meaning of Title I of the Employee Retirement Income Securities Act (“ERISA”) and/or the Internal Revenue
Code (“IRC”), as applicable, which are laws governing retirement accounts. The receipt of our advisory fee for
making a recommendation creates a conflict of interest under ERISA/IRC with your interests. In these
scenarios Canterbury is required to act in your best interest and not put our interest ahead of those of our
clients. For example, if we recommend that you roll over assets from one retirement account to another and
we will receive increased compensation as a result of that recommendation, we have a conflict that requires us
to act in the best interest of our clients.
Assets Under Advisement
Asset as of December 31, 2024:
Regulatory Assets Under Management (RAUM)
Discretionary
Non-Discretionary
Total RAUM
$ 3,090,975,026
$ 4,300,474,500
$ 7,391,449,526
Assets Under Advisement
$45,052,407,221
Total Assets
$52,443,856,747
As of December 31, 2024 Canterbury’s total assets include $7.4 billion of discretionary and non-discretionary
assets under management over which Canterbury has trading authority. In addition, Canterbury has $45.1
billion of assets under advisement, on which Canterbury makes recommendations but does not have authority
to execute or facilitate trades on behalf of the client.
Form ADV Part 2A for Canterbury Consulting Incorporated
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Item 5. Fees and Compensation
Service Platform
Fee
Advisory Services
Our standard fee schedule
Brief Description
We assist clients in building a custom investment
portfolio on a non-discretionary basis by providing
recommendations on asset allocations and
manager selection.
We also provide assistance in the implementation
consists of an asset-based fee that
ranges from 20 basis points to 5
basis points on the value of the
investments and is subject to a
minimum fee.
of investment decisions by coordinating
communication between the client and their
managers and custodians.
Clients delegate to us the responsibility of
Our standard fee schedule
Outsourced CIO
services
manager selection and allocation of asset classes
within permissible ranges.
We also implement investment decisions by
consists of an asset-based fee that
ranges from 35 basis points to 5
basis points on the value of the
investments and is subject to a
minimum fee.
providing directives to managers and custodians
on behalf of our OCIO clients.
Depending on a client’s specific preference, they
may delegate one or both the components of
investment decision making and implementation.
Family Office Services
Depending on the client’s specific needs, we build
Our standard fee schedule
custom investment portfolios taking into
consideration their tax circumstances, inter-
generational capital transfers and organizational
infrastructure.
consists of an asset-based fee that
ranges from 50 basis points to 10
basis points on the value of the
investments and is subject to a
minimum fee.
We charge fees in accordance with the fee schedule(s) in effect at that time; however, fees and minimums are
subject to negotiation. Our current fee schedules are listed above. Existing clients are subject to the minimum
account requirements and advisory fees in effect at the time the client entered into the advisory relationship.
Our fees vary based on the service platform as well as the scale and complexity of the mandate. Canterbury
groups certain asset pools related to the same client for the purpose of determining the annualized fee.
Certain clients engage in a flat fee arrangement that includes an escalator.
Each client’s fee is set forth in the client’s advisory agreement. Fees are generally charged quarterly, in
arrears. Clients may select fees to be billed directly or deducted from their accounts. Canterbury also offers the
option of performance-based fees to certain clients. When calculating either an asset-based fee or a
performance-based fee, we rely on a valuation provided by a third party (typically the client’s custodian bank)
since Canterbury does not determine asset values.
Our investment philosophy is consistent across discretionary and non-discretionary mandates. We generally
customize our services based on each client’s individual needs. We gear our advice on portfolio complexity
and asset mix taking into consideration the investment objectives, the size of the assets, the governance
structure, where the client is domiciled and the type of client.
Upon termination of Canterbury’s services, Canterbury will assess a pro-rated fee for services rendered in
accordance with the fee payment and termination provisions contained in the client’s advisory agreement.
In addition, Canterbury will enter into an agreement with a client to perform one or more services on a project
or one-time basis. In these instances, a flat fee is typically negotiated. Fees for projects generally start at
$25,000 but can vary considerably depending on the nature of the services required. No hourly fees are
charged to clients at this time.
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Other Fees and Expenses
All fees paid to Canterbury for management services are separate and distinct from fees and expenses
charged by the external money management firms who manage the client assets and by custodians which hold
the assets and by broker-dealers for transactions.
Private Funds
Each of Canterbury’s private funds are non-registered partnership vehicles, considered to be private
placements, and only open to investors who are both accredited investors and qualified purchasers, as such
marketing information and fee information are not publicly available. Individual fund management and
incentive fees are fully disclosed and included within each fund’s operating documents.
No Management Fee is paid in respect of Interests in the Partnership held: (i) by the General Partner (either for
itself or invested on behalf of Canterbury employees); (ii) by employees and their family members; or (iii) by
current consulting clients of Canterbury, for such periods as such persons are consulting clients of Canterbury.
The partnership vehicles will generally be responsible for all legal, accounting, administration, filing and other
organizational expenses related to the formation and operation of the partnerships. These expenses will be
paid by the investors in the partnerships. Details of the expenses allocated to the partnerships are provided in
the funds’ respective documents. The General Partner of the partnerships will pay all their ordinary
administrative and overhead expenses in managing the private funds’ investments.
Item 6. Performance-Based Fees and Side-By-Side Management
Performance-Based Fees
As referenced in Item 5, Canterbury negotiates a performance-based fee option with select qualified clients.
Canterbury can enter into a fee agreement with a client where Canterbury is paid a base annual fee that is flat
or a percentage of assets, plus an additional amount when specific performance objectives are achieved.
Performance-based fee arrangements may create an incentive for Canterbury to recommend or make
investments that are more risky or more speculative than would be the case if such arrangements were not in
effect. Canterbury has adopted policies and procedures that are reasonably designed to ensure that
recommendations made are in alignment with the client’s objectives. There is also an incentive for Canterbury
to favor clients with performance-fee arrangements over others in the allocation of investment opportunities.
Canterbury has put policies and procedures in place to address fair treatment of clients and to prevent this
conflict from influencing the allocation of investment opportunities among clients.
Side-by-Side Management
Certain employees of Canterbury are limited partners in certain Canterbury funds. These partnerships interests
are passive investments that include private equity partnerships which have the potential to earn performance
fees. Therefore, a potential conflict may exist in that limited partners receive certain economic benefit from
investments made in corresponding limited partnerships.
Side Letters
The General Partners of Canterbury engage in a side letter with one or more co-investors in the funds to
accommodate special requests. However, the GP will not look to agree to any term that puts other investors in
the fund at a disadvantage with regard to their investments or economic interest in the fund.
Item 7. Types of Clients
Canterbury was founded on December 8, 1988 and is an SEC registered investment adviser firm that provides
investment related consulting services to endowments, foundations, pension and profit-sharing plans,
individuals, and family offices, (collectively referred to as “Clients”).
Form ADV Part 2A for Canterbury Consulting Incorporated
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The types of clients we seek to serve include:
— Religious Institutions
— Arts and Cultural Institutions
— Private Clients/Family Offices
— Corporations
— Colleges and Universities
— Independent Schools
— Hospitals/Healthcare Organizations
— Community Foundations
— Private Foundations
Canterbury’s private funds are available only to investors who are both accredited investors and qualified
purchasers. Please refer to the private fund operating documents for fund detail.
Requirement for Opening Accounts (Minimum Investment Amount)
Canterbury has minimum annual fee requirements. Those minimums are dependent on the client type and
service platform and are outlined in Item 5 – Fees and Compensation section above.
Minimum investments for the private funds are fully described in each fund’s Private Placement Memorandum.
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss
Canterbury’s analysis methods may include fundamental analysis of macroeconomic and market factors,
technical analysis, and the monitoring of investment cycles and trends.
Investing Involves Risk
As with most investment products, because investment portfolios include securities, investing in securities
involves risk of loss that may stem from factors that include, but are not limited to, changes in economic and
market conditions, inflation, geopolitical events and loss of key investment personnel. Portfolios will include
investment in US and non-US securities, securities of small companies, emerging market securities that may
have costs associated with turnover, transactions, as well as taxes. Certain investment strategies may also be
associated with illiquidity and make investments that do not have readily available markets.
As part of Canterbury’s investment service, we provide investment recommendations on strategy and manager
selection. While we conduct comprehensive research on the underlying managers and their products, there is
a risk that we were not informed of certain activity related to the recommended advisory firm or its personnel.
Our research team conducts diligence on managers who we recommended to our clients. These managers go
through an asset class committee for approval.
There are multiple sources of investment ideas, including those sourced from clients who bring them to us for
consideration for their portfolios. Certain client portfolios include select investments that have not gone
through our full diligence and ongoing monitoring process. Clients will be made aware that these investments
have not gone through the full Canterbury diligence process.
Private Funds
A private fund is an investment vehicle that pools capital from investors and invests in securities and other
instruments. In almost all cases, a private fund is a private investment vehicle that is typically not registered
under federal or state securities laws. As private funds do not have to register under these laws, issuers make
the funds available only to certain sophisticated or accredited investors and cannot be offered or sold to the
general public. Private funds are generally smaller than mutual funds because they are often limited to a small
number of investors and have a more limited number of eligible investors. Many but not all private funds use
leverage as part of their investment strategies. Private funds’ management fees typically include a base
management fee along with a performance component. In many cases, the fund’s managers become
“partners” with their clients by making personal investments of their own assets in the fund.
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The primary risks of private funds investing includes:
1. Private funds do not sell publicly and are therefore illiquid. An investor may not be able to exit a private
fund or sell its interests in the fund before the fund closes.
2. Private funds are subject to various other risks, including risks associated with the types of securities in
which the private fund invests or the type of business issuing the private placement.
3. Private fund investing has an element of risk in that private fund investments are not as transparent
compared to a separately managed account. Investors do not generally see daily activity and therefore are
not as current on the fund’s performance or profitability.
Prospective investors in a private fund are provided with the fund’s Offering Documents which generally
include an offering memorandum or private placement memorandum (“PPM”). These documents address
important information for investors on investment strategies, terms and risks, and investors should review
these documents carefully and should consider conducting additional due diligence before investing in a
private fund.
The underlying funds that Canterbury allocates to within its private funds have been vetted by Canterbury’s
research team. Canterbury recommends these funds to its clients for a direct investment where appropriate
for clients. The Canterbury fund is treated as another “client” from the perspective of committing to the
underlying funds. Occasionally an underlying fund will be heavily subscribed which causes the manager to “cut
back” the commitment interest from their investors. Canterbury’s clients as well as the Canterbury fund will be
subject to any such cut back on a pro-rata basis.
Canterbury allows its employees to invest with the managers that it recommends to its clients. This includes
private equity funds and the Canterbury private funds. When there are manager-directed reductions in the
allocation/commitment to any underlying fund due to capacity constraint, Canterbury employees investing
directly with the fund will be cut back on a pro-rata basis along with other individual clients who are invested
directly in the capacity constrained fund. In some cases there are manager-directed reductions in commitment
to underlying funds within the Canterbury fund. In such a situation, Canterbury fund’s interest in the underlying
fund will be reduced on a pro-rata basis along with other individual clients who have opted to invest directly in
the underlying fund. Any such reduction of underlying fund interest within Canterbury private fund does not
alter the interest of the underlying investors, including employees, in the Canterbury fund. The employee’s
proportional interest in the affected underlying fund may disadvantage other clients’ interest that are invested
directly in the underlying fund outside of the Canterbury fund.
Although our firm’s professionals have experience investing in the private markets, the Canterbury private fund
of funds and the GP/Managers are recently formed entities with little operating history upon which to evaluate
the funds’ likely performance. The performance of the past portfolio investments by the team is not necessarily
indicative of the results that will be achieved by the funds. There can be no assurance that the targeted
internal rate of return will be attained or that an investor will receive a return of capital. On any given
investment, a total loss of principal is possible.
This Form ADV Part 2A Brochure is not an offer to sell, or a solicitation of an offer to purchase, membership
interests in any private fund. Such an offer can only occur when the prospective investor receives the Offering
Documents. Investors in the funds should refer to the Offering Documents for disclosure on the investment
strategy and the risks of investing in the different Canterbury funds.
Allocation of Investment Opportunities
Canterbury allocates assets from client portfolios over which it has discretionary authority into the Canterbury
private funds if it is in the best interest of the client. The decision will be made only where Canterbury believes
the investment is suitable and the client meets the requisite income and/or net worth requirements, and
where we believe that the investment is appropriate based on the client’s ability to accept the risk.
Form ADV Part 2A for Canterbury Consulting Incorporated
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As noted in Item 5 – Fees and Compensation, currently no Management Fee is typically paid in respect of
interests in the private funds held by current clients of Canterbury, the General Partner (either for itself or
invested on behalf of Canterbury employees), family members of Canterbury, or by employees of Canterbury
and/or their estate planning entities. As an affiliate of the General Partners, Canterbury provides services to
the Funds such as strategic advice, financial management, back office, and other services for which it charges
a Service Fee.
As an investment adviser and fiduciary to its clients, Canterbury has the duty to allocate investment
opportunities fairly and equitably among clients over time. Canterbury has the authority to allocate among its
clients any sourced investment opportunity. Canterbury may deviate from allocating opportunities on a strictly
pro-rata basis to allocate such opportunities on a basis that Canterbury determines in good faith is appropriate
at the time of allocation. In making such determinations, Canterbury considers the following factors, without
limitation:
i. The terms of each Client agreement and any contractual and/or legal duties owed to Clients;
ii. Investment mandates and objectives of Clients;
iii. The risk profile and investment diversification requirements of Clients at the time an opportunity is
made available to such Client;
iv. The source of the opportunity, including opportunities originating from Canterbury investment
professionals who may source proprietary opportunities in accordance with certain Client objectives,
Additionally, the investment professionals’ relationship to certain Canterbury Clients and the fit of a
proprietary investment opportunity with such Client’s investment objectives;
v. Client access to investments in nearly identical securities or investment vehicles wherein the offering
of such investment would not present a materially new or different investment opportunity than other
available opportunities;
vi. The source of the opportunity, as different treatment may be warranted if the opportunity is sourced by
a Client for its own account;
vii. An existing investment with the manager or an affiliate of the manager being reviewed;
viii. Minimum investment amounts;
ix. Current and anticipated market conditions;
x. The requirements of the investment manager offering the opportunity and whether the manager
accepts or rejects Canterbury’s desired investment amounts; and
xi. Any other factors deemed by Canterbury in good faith to be reasonably related to the allocation of a
particular investment opportunity to one or more Clients.
In the situation that an investment opportunity has to be allocated among various Clients after taking into
account all relevant facts and circumstances as outlined above then the allocation shall be made, to the extent
practicable, strictly pro-rata among all such clients based on the proportion of that capital available for
investment by each client in the particular investment bears to the total amount of capital available for
investment by all clients in the particular investment; provided that, existing investors (in the prior fund
managed by the same investment manager in the case of private capital or a current fund in the case of
traditional strategies and hedge funds) shall receive a preference for their allocation amount up to their prior
investment amount.
Item 9. Disciplinary Information
Disclosure Events
There are no disclosure events involving a criminal action in a domestic, foreign, or military court of competent
jurisdiction in which Canterbury or its management personnel are involved.
Canterbury provides the following disclosure event involving an SEC administrative proceeding:
Canterbury was named in an administrative proceeding by the SEC (File No. 3-18269) alleging that from
January 2013 through November 2014, Canterbury did not provide sufficient supervision of a former
minority owner involving preferential trade allocations and did not adopt and implement specific written
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policies and procedures designed to prevent such trading activity. Additionally, Canterbury did not maintain
any record of the clients or prospective clients to whom it offered or delivered its Form ADV Part 2 as filed
with the SEC on March 28, 2013. The practice of block trading in allocation accounts, which was used
solely by a former member and affected only a limited number of advisory clients assigned to that
member, was not part of Canterbury’s core consulting services and ultimately discontinued. As part of the
undertaking and resolution of this matter, Canterbury signed an Offer of Settlement and agreed to provide
a notice to all affected advisory clients regarding the Order, pay a civil monetary penalty in the amount of
$100,000, disgorgement of $66,071, prejudgment interest of $6,915 and provide certification of
compliance in the above matter. In addition, Canterbury paid $207,102, on a voluntary basis, to affected
clients to remediate the harm by the former employee.
There are no disclosure events involving an administrative proceeding before any other federal regulatory
agency, any state regulatory agency, or any foreign financial regulatory authority in which Canterbury or its
management personnel are involved.
There are no disclosure events involving a self-regulatory organization (SRO) proceeding in which Canterbury or
its management personnel are involved.
Item 10. Other Financial Industry Activities and Affiliations
Broker/Dealer Affiliation
Neither Canterbury nor any of its management persons are registered, or have an application pending to
register, as a broker-dealer or a registered representative of a broker-dealer. Neither Canterbury nor any of its
management persons are registered, or have an application pending to register, as a futures commission
merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing
entities.
Limited Partnerships / Private Funds
Canterbury’s participation as general partner in the various private funds, as described in Item 4 – Advisory
Business, is conducted through a series of affiliated entities controlled by Canterbury Consulting Inc. These
affiliates are owned by Canterbury Consulting, LLC. As general partners of the fund, the entities conduct the
offerings of the limited partnerships in accordance with the respective fund documents.
In 2023, Canterbury formed a subsidiary named Private Investment Intelligence, LLC (“PII”) to organize and
manage the distribution for its offerings (such as analytical tools) outside of its advisory services. PII is an
affiliate that is owned by Canterbury Consulting, Inc. Canterbury does not market any of PII’s offerings to its
advisory clients.
In 2023 Canterbury formed a wholly owned affiliate named Canterbury Asset Management (“CAM”), an
investment advisory firm that offers investment advisory services similar to those offered by Canterbury
Consulting Inc. As of July 2024, CAM is registered in the Canadian provinces of British Columbia, Ontario and
Alberta. CAM offers its services out of Canterbury Consulting’s offices in the United States. Canterbury’s
investment persons that are registered in the US, and offer investment services to clients of CAM, are also
registered as advisor representatives in the three listed Canadian provinces.
Item 11. Code of Ethics, Participation/Interest in Client Transactions and Personal Trading
Code of Ethics
Canterbury has adopted the following Code of Ethics in accordance with SEC rule 204A-1 or similar state rules:
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Fiduciary Responsibility - Canterbury and its staff shall exercise the highest standard of care in
protecting and promoting the interests of its clients and will provide a written disclosure containing
any conflicts of interest that may compromise their impartiality or independence. As a fiduciary,
Canterbury shall not accept any referral fees or compensation that is contingent upon the purchase or
sale of any financial product.
Integrity - All professional services shall be rendered with the highest level of integrity.
Objectivity - Canterbury and its staff shall provide advice that is objective and in the best interest of
the client and without conflicts of interest.
Competence - Canterbury and its staff shall maintain the necessary knowledge and skills to provide
our clients with competent advice and services.
Fairness - All professional services shall be performed by Canterbury and its staff in a manner that is
fair and reasonable to its clients.
Confidentiality - Canterbury and its staff shall maintain and safeguard all confidential client
information in accordance with applicable laws.
Diligence - Canterbury and its staff shall ensure the accuracy and completeness of records,
information, and data collected, used and managed, and will take necessary steps to correct any
discrepancies.
Regulatory Compliance - Canterbury and its staff shall comply fully with appropriate laws and internal
regulations.
Canterbury will provide a complete copy of its Code of Ethics to any client or prospective client upon request.
Participation / Interest in Client Transactions
Canterbury or its related persons occasionally invest in the same securities (or related securities, e.g.,
warrants, options or futures) or private funds that Canterbury or its related persons recommend to clients.
Canterbury and its related persons can recommend securities to clients or buy or sell securities for client
accounts at or about the same time that Canterbury or any of its related persons buy or sell the same
securities for a Canterbury related person's own account. Certain persons of Canterbury are limited partners in
certain investment related limited partnerships that they recommend to their clients.
A conflict of interest exists when circumstances create a risk that Canterbury, or its personnel’s professional
judgement, recommendations or actions on behalf of the client, might be unduly influenced by a secondary
interest relating to Canterbury itself, its personnel, a related party, or another client. A conflict of interest exists
regardless of intent; nonetheless it is Canterbury’s policy to make recommendations and decisions based
solely upon the best interest of the client and without regard to any benefit (economic or otherwise) that
Canterbury receives or might receive.
To mitigate any potential conflict of interest related to investments in limited offerings, pre-approval by the CCO
is required before employees invest in limited offerings and the CCO’s reviews personal security holdings of its
Supervised Persons.
Canterbury or a related person acts as a General Partner in private funds in which Canterbury solicits clients.
We only recommend these funds to clients whom we believe the investment is suitable and meet the requisite
income and/or net worth requirements, and where we believe that the investment is appropriate based on the
client’s ability to accept the risk. For more information on employee participation in Canterbury private funds,
please see Item 8.
PTE 2020-02
PTE 2020-02 is the prohibited transaction exemption under ERISA that Canterbury relies on to give investment
advice on retirement assets where there is a conflict. The exemption emphasizes mitigating conflicts of interest
and ensuring retirement investors that they are receiving advice that is prudent and loyal.
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When we provide investment advice to our clients regarding their retirement plan account or individual
retirement account (IRA), we are fiduciaries within the meaning of Title I of the Employee Retirement Income
Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts.
The way we make money creates some conflicts of interests, so we operate under the provisions of the rule
that requires us to act in the best interest of retirement investors (e.g., plan participants and beneficiaries, and
IRA owners) and not put our interest ahead of theirs.
Under the rule's provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice),
• Never put our financial interests ahead of our clients when making recommendations (give loyal
advice),
• Avoid misleading statements about conflicts of interest, fees, and investments,
• Follow policies and procedures designed to ensure that we give advice that is in our clients’ best
interest,
• Charge no more than is reasonable for our services, and
• Give our client basic information about conflicts of interest.
Item 12. Brokerage Practices
Research and Other Soft Dollar Benefits
Canterbury does not receive any research, products, services or soft dollar benefits from investment managers
or other third parties.
Brokerage for Client Referrals
In selecting or recommending broker-dealers, Canterbury does not consider whether the firm or a related
person receives client referrals from a broker-dealer or third party.
Directed Brokerage
Canterbury does not recommend, request or require that clients direct Canterbury to execute transactions
through a specified broker-dealer.
Item 13. Review of Accounts
Accounts are reviewed quarterly on an ongoing basis. Overall investment management performance, market
prospects, and individual client situations are considered in the review process. Triggering factors that may
affect an account review could be any material change in a client’s profile. All account reviews are conducted
by the designated investment consultant responsible for each account. Accounts are also periodically reviewed
by the Chief Compliance Officer. All clients are encouraged to conduct an annual review of their financial
objectives, account performance, as well as other relevant factors.
The nature and frequency of reports are determined by the client’s needs and the services provided. Both
Advisory and Outsourced CIO clients receive comprehensive quarterly performance reports produced by
Canterbury.
The details of reporting related to the private funds are described within each fund’s offering document.
Item 14. Client Referrals and Other Compensation
Economic Benefit from Non-Clients
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No employee of Canterbury Consulting, Inc. receives any “economic benefit” as that term is defined (e.g., sales
awards and other prizes) from a non-client for providing advisory services.
Direct/Indirect Compensation for Client Referrals
Neither Canterbury nor any of its related persons directly or indirectly compensate any person who is not its
associated person for client referrals.
Canterbury may engage with a third party to solicit interest for investors in Canterbury funds. Solicitor fees are
borne by the General Partner and not passed onto the investors of the fund.
Item 15. Custody
Canterbury generally does not maintain physical custody of client assets. Client assets are typically held by a
qualified custodian pursuant to a separate custody agreement. However, pursuant to Rule 206(4)-2 under the
Advisers Act and more recent SEC No-Action Letters, and supporting FAQs and IM Guidance Update 2017-01,
Canterbury is deemed to have custody of client assets under certain circumstances. Canterbury is deemed to
have custody of certain client assets because Canterbury directly or indirectly holds clients’ funds or securities
or has authority to obtain possession of them (see Fee Debiting Authority; Third--Party SLOAs; and First-Party
Disbursements below for details).
Clients receive account statements at least quarterly directly from their qualified custodian. Clients also
receive information on their investments from Canterbury. Clients are encouraged to compare the account
statements that they receive from their qualified custodian with those that they receive from Canterbury. If
clients do not receive statements at least quarterly from their qualified custodian in a timely manner, they
should contact Canterbury immediately.
Fee Debiting Authority & Third-Party Standing Letters of Authorization
For some clients Canterbury maintains fee debiting authority and/or third-party Standing Letter of Authorization
(SLOA) disbursement authority which both trigger differing levels of custody requirements. Although fee
debiting authority is not required to be reported on Form ADV Part 1, Item 9, Canterbury is required to report
client accounts of third-party SLOA disbursement authority under Form ADV Part 1, Item 9 and does so to the
extent applicable.
To avoid the annual surprise exam requirements under the custody rule, Canterbury will exercise fee debiting
authority only or third-party SLOA disbursement authority by complying with the following seven conditions for
SLOAs as addressed in the Investment Adviser Association (“IAA”) No Action Letter and SEC’s subsequent
response on February 21, 2017:
1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s
signature, the third party’s name, and either the third party’s address or the third party’s account
number at a custodian to which the transfer should be directed;
2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or
separately, to direct transfers to the third party either on a specified schedule or from time to time;
3. The client’s qualified custodian performs appropriate verification of the instruction, such as a
signature review or other method to verify the client’s authorization, and provides a transfer of funds
notice to the client promptly after each transfer;
4. The client has the ability to terminate or change the instruction to the client’s qualified custodian;
5. The investment adviser has no authority or ability to designate or change the identity of the third party,
the address, or any other information about the third party contained in the client’s instruction;
6. The investment adviser maintains records showing that the third party is not a related party of the
investment adviser or located at the same address as the investment adviser; and
7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction
and an annual notice reconfirming the instruction.
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First-Party Disbursements
For first-party disbursements effected by a journal, check, or ACH, Canterbury will not be deemed to have
custody. However, first-party disbursements via wire may constitute custody unless the destination account
number (and other particulars) are included on the original authorization. In the event that Canterbury does not
currently maintain the destination account number on the original authorization, Canterbury will replace its
authorization with a new compliant authorization form that includes the like-registration destination account
details.
Canterbury is deemed to have custody for those Canterbury Outsourced CIO client assets where Canterbury
gives directives on money movements as described above.
Private Funds
With respect to any private funds for which Canterbury is deemed to have custody, the firm complies with Rule
206(4)-2 under the Advisers Act by maintaining fund assets in properly designated accounts with qualified
custodian and providing investors in the private fund with audited financial statements within 120 days
following the private fund’s fiscal year end and within 180 days for private fund of funds.
Item 16. Investment Discretion
The firm provides services on both a non-discretionary and discretionary basis. In a non-discretionary
relationship, the firm leads the investment decision-making process with the client as the final decision-maker;
whereas in a discretionary relationship, the firm makes the investment decisions. For both types of
relationships, the firm coordinates the construction of investment portfolios, conducts initial and ongoing
investment and operational due diligence, and generally receives statements and other communications
directly from investment managers.
Discretionary relationships have the following attributes or limits. In some instances, Canterbury can hold a
limited power of attorney, primarily enabling the firm to carry out one or more functions on behalf of the client;
make investment decisions to manage the portfolio within the client’s investment guidelines, meet capital
calls, transfer funds to a client’s bank account, or otherwise facilitate logistics involved with a client’s
investments. Generally, these types of authority are documented in writing by a client before they are initially
exercised. A client may impose limits different from, or in addition to, those mentioned here.
Please refer to Item 4 - Advisory Business above for a more detailed description of Canterbury’s service
platforms.
Item 17. Voting Client Securities
Canterbury does not have the authority to vote client proxies and therefore is not required to take action or
render advice with respect to voting of proxies solicited by or with respect to the issuers of securities in which
assets of the clients account(s) may be invested from time to time. Clients will receive their proxies or other
solicitations directly from their custodian or a transfer agent. Canterbury assists in voting client proxies in
special situations for an additional fee.
Item 18. Financial Information
Pre-Payment of Fees
Canterbury does not require or solicit prepayment of fees, six months or more in advance.
Material Impact of Discretionary Authority
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Canterbury exercises discretionary authority over certain client funds or securities. However, Canterbury does
not anticipate any financial condition that may be reasonably likely to impair its ability to meet contractual
commitments to clients at this time.
Custody Disclosure
Please see Custody section above for further details.
Bankruptcy Disclosure
Canterbury has never been the subject of a bankruptcy petition.
Privacy Policy
Privacy Policy Notice
Your privacy is important to us. Your personal information is kept secure. Under federal and state law, you have
a right to know what information is being collected about you and how that information will be used.
Canterbury collects nonpublic personal information about you from the following sources:
Information Canterbury receives from you on applications or other forms;
Information about your transactions with Canterbury; and
Information that you specifically have had your other professional advisors forward to Canterbury.
Canterbury does not disclose any nonpublic personal information about our customers or former customers to
anyone, except as permitted or required by law, or as directed by you.
Under law, the information Canterbury collects, in servicing your account, is provided to companies
that perform support services on our behalf as necessary to effect, administer, or process a
transaction, or for maintaining and servicing your account. As directed by you, Canterbury will be
working with your other professional advisors and Canterbury will provide information in our
possession that is reasonably requested by the other advisors.
Canterbury does not give or sell information about you or your accounts to any other company, individual or
group. Canterbury restricts access to nonpublic personal information about you to those employees who need
to know that information to provide services to you. Canterbury maintains physical, administrative, and
technical procedural safeguards to protect your nonpublic personal information. You do not need to call or do
anything as a result of this notice. It is meant to inform you of how we safeguard your nonpublic personal
information.
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