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Blue Water Life Science Advisors, LP: investment adviser
Blue Water Life Science Advisors, LP is an investment adviser registered with the SEC (file 801-120257, CRD 306450). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $192.6M
- Discretionary
- 100%
- Accounts
- 5
- Employees
- 2
- In advisory roles
- 2
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 6 | $192.6M | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Nathaniel Thomas Cornell | Person | Portfolio manager and managing member and chief compliance officer | E 75% or more | Apr 2017 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Nathaniel Thomas Cornell | Blue Water Life | Person | E 75% or more | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Blue Water Life Science Advisors, LP - Part 2A, filed Mar 26, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
General Description of Advisory Firm Blue Water Life Science Advisors, LP (the “Adviser” or “Blue Water”), is a limited partnership organized under the laws of the State of Delaware. The Adviser is located in Larkspur, California. Nathaniel (“Nate”) T. Cornell is the principal owner of Blue Water and currently serves as the Portfolio Manager and Chief Compliance Officer. Description of Advisory Services (including any specializations) The Adviser provides discretionary investment advisory services to private investment funds and each of their related co-invest vehicles and special purpose vehicles (each, a “Fund” and together, the “Funds”) which are offered to Fund qualified investors.
Read the rest of Item 4 (370 more words)
In the future, Blue Water may form additional funds, including feeder and parallel funds, co-investment vehicles or special purpose vehicles. Currently, the Funds advised by Blue Water consist of the following: -
Blue Water Life Science Fund, LP (the “Onshore Feeder Fund”), Blue Water Life Science Offshore Fund, Ltd. (the “Offshore Feeder Fund”), and the Blue Water Life Science Master Fund, Ltd. (the “Master Fund”, and together with Onshore Feeder Fund and Offshore Feeder Fund, the “LS Funds”).
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Blue Water Special Opportunities, LP, and Blue Water Special Opportunities II, LP, coinvestment vehicles that generally invest opportunistically in securities issued by a limited number of portfolio companies; and
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Blue Water Ventures Fund, LP (the “Ventures Fund”).
The Funds focus on Fund investments in life sciences companies with a focus on technology platforms, diagnostics, and devices. Funds may opportunistically invest in emerging pharmaceutical companies, establish short sale positions, and deploy portfolio hedges. Notwithstanding the foregoing, the Adviser has the flexibility to make a broad range of investments and to act opportunistically on behalf of the Funds. This Brochure is not an offer to invest in a Fund. Any such offer would only be made through the provisions of a Private Placement Memorandum (the “Memorandum”), and/or limited partnership agreement (the “LPA”) or Investment Management/Limited Partner Advisory Agreement (the “IMA”). Information included in this Brochure is intended to provide a useful summary about the Firm, but it is qualified in its entirety by information included in a Memorandum, LPA or IMA. Availability of Tailored Services for Individual Funds Blue Water’s advisory services are provided to its Funds pursuant to the terms of each Fund’s applicable offering documents. The advisory services a Fund receives are tailored to meet the specified investment objectives and strategies as set forth in the Fund’s offering documents. Investors generally cannot impose additional investment guidelines, restrictions, or other requirements on such Fund.
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Wrap Fees The Adviser currently does not participate in any wrap fee programs. Fund Assets Under Management As of December 31st, 2025, the Adviser manages $192,567,723 in regulatory assets under management (or “RAUM,” as defined for purposes of ADV) on a discretionary basis, which includes assets attributable to a new Fund launched in February 2026.
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Item 5. Fees and compensation
Advisory Fees and Compensation The Adviser, a General Partner and/or another affiliated entity generally receives management fees, carried interest or other similar profits allocations from the Funds. The specific governing documents for each Fund set forth the fee arrangement for such Fund. From time to time, the Funds may enter into side letters or other written understandings with individual investors that have the effect of establishing rights under, or altering or supplementing, the terms of a particular Fund’s Memorandum, LPA and/or IMA. The altered terms may include but are not limited to the compensation received by a General Partner from a Fund such as management fees and/or carried interest.
Read the rest of Item 5 (2,715 more words)
Blue Water does not impose a uniform schedule of management fees or performance-based compensation for all Funds (and their respective investors). Pooled Investment Vehicles Asset-Based Compensation With respect to each investor in an LS Fund with interests in the “Class S” or “Class T” currently offered classes interests or shares (as applicable) therein, the Adviser will receive a quarterly management fee (the “LS Management Fee”) in advance equal to 0.5% (2.00% annually) based on the capital account or series account (“Capital Account”) balance of such investor at the beginning of the calendar quarter (as described in each LS Fund’s governing documents). In general, the portion of the LS Management Fee attributable to a particular special investment will be charged to the Class S interests/shares or other Classes of interests/shares (if any) held by the investors participating in the special investment or to an expense reserve established in respect of a special investment, as applicable (the determination as to whether an expense relates specifically to a particular special investment will be made by the Adviser in its sole discretion). In the event of a withdrawal by an investor from its Capital Account prior to the end of a calendar quarter, the quarterly LS Management Fee for such calendar quarter will not be prorated. Investors who are permitted by the general partner or directors (as applicable) of the applicable LS Fund, in their sole discretion, to contribute capital to such LS Fund on a date other than the first five (5) business days of a calendar month are charged a pro rata LS Management Fee as to that contribution. Investors who are permitted by the general partner or directors (as applicable) of the applicable LS Fund, in their sole discretion, to contribute capital on a date during the first five (5) Business Days of a calendar month are charged a LS Management Fee as to that contribution as if such contribution were made as of the first day of such month. With respect to each investor in the Ventures Fund, the Adviser will receive a quarterly management fee (the “Venture Management Fee” and, together with the LS Management Fee, the “Management Fee”) in advance equal to 0.5% (2.00% annually) of (x) during the Ventures Fund’s investment period, each investor’s capital commitment to the Fund and (y) after the investment period, each investor’s net invested capital. The Venture Management Fee will be prorated for partial quarters. Notwithstanding the foregoing, the Adviser, in its discretion, may waive all or a portion of the Management Fee as to a Fund investor, including any such investors affiliated with the Adviser, or may agree with a Fund investor to other changes in the Management Fee with respect to such investor. Performance-Based Compensation With respect to the LS Funds, Blue Water Life Science Fund GP, LLC, a Delaware limited liability company that serves as the general partner of the Onshore Feeder Fund, an affiliate of the Adviser (the “LS General Partner”) (the LS General Partner also serves as the general partner to Blue Water Special Opportunities,
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LP and Blue Water Special Opportunities II, LP), will be allocated an annual profit allocation from the Master Fund equal to 20% of the profits (including realized and unrealized gains and losses) allocated in respect of the capital account/series of shares of each LS Fund investor holding Class S and T interests/shares in the applicable LS Feeder Fund (each a “Performance Allocation”) that exceed the “Prior High NAV” (i.e., the “high water mark”) in respect of such capital/series of shares. Any Performance Allocation allocated to the LS General Partner with respect to a particular period is not subject to reduction, refund, or “claw back” based on subsequent changes in an investor’s loss carryforward account.
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The Performance Allocation will be determined separately with respect to each Capital Account of an investor in the applicable LS Fund. The Performance Allocation will also be calculated separately as to each special investment held by the LS Funds in substantially the same manner. If a LS Fund investor makes a withdrawal/redemption from the applicable LS Fund other than at the end of a fiscal year including in connection with a mandatory withdrawal/redemption, a Performance Allocation will be determined with respect to such withdrawal/redemption as of the applicable withdrawal/redemption date and will be allocated on such date to the LS General Partner. With respect to the Ventures Fund, Blue Water Life Science Ventures GP LLC, a Delaware limited liability company that serves as the general partner of the Ventures Fund and is an affiliate of the Adviser (the “Venture General Partner”) will receive “carried interest” distributions (“Carried Interest Distributions) in respect of each Ventures Fund limited partner on an investment-by-investment basis, subject to such Ventures Fund limited partner achieving a return of capital on the investment generating the investment proceeds in respect of which such Carried Interest Distributions are distributed (as well as return of capital in respect of previously realized or written-off investments). Carried Interest Distributions will be distributed to the Venture General Partner at varying rates: (i) they will be distributed at a rate of 20% with respect to investment proceeds exceeding a return of capital and until the applicable Venture investor has received a 300% return on its invested capital; (ii) they will be distributed at a rate of 25% with respect to investment proceeds exceeding a 300% return and until the applicable Venture investor has received a 500% return on its invested capital; and (iii) they will be distributed at a rate of 30% with respect to investment proceeds exceeding a 500% return. Notwithstanding the foregoing, the LS General Partner or the Venture General Partner, in its discretion, may waive all or a portion of the Performance Allocation or Carried Interest Distributions (as applicable) as to the applicable Fund investor, or may agree with an applicable Fund investor to other changes in the Performance Allocation or Carried Interest Distributions (as applicable) with respect to that investor. Co-investment vehicles have in the past and are expected to have lower management fees and/or performance-based compensation terms than as described above. Payment of Fees Management Fee, Performance Allocation and Carried Interest Distributions (if applicable) are generally deduced from Fund accounts by instructing the Fund’s custodian. The Adviser or its affiliates shall send an invoice to the custodian indicating the amount of the fees, allocations or distributions to be deducted from the relevant Fund account. With respect to each Fund, the Management Fees, Performance Allocation and Carried Interest Distributions, if any, are generally deducted from such Fund directly after such Management Fee, Performance Allocation and Carried Interest Distributions have been calculated and are payable in accordance with such Fund’s governing documents. Accordingly, (i) the Adviser deducts the Management Fees quarterly in advance, the Performance Allocation is allocable annually (or on an earlier withdrawal of a Fund investor as to amounts withdrawn, or at the of the realization of a special investment with respect to Performance Allocation attributable to that special investment), and the Carried Interest Distributions generated by proceeds on a certain investment are distributed at the time the Ventures Fund disposes such investment.
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Other Fees and Expenses In addition to paying Management Fees and, if applicable, Performance Allocation, Carried Interest Distributions (or the equivalent) or other compensation, Fund accounts will also be subject to other investment expenses such as custodial charges, brokerage fees, commissions and related costs; interest expenses; taxes, duties and other governmental charges; transfer and registration fees or similar expenses; costs associated with foreign exchange transactions; other portfolio expenses; and costs, expenses and fees (including, investment advisory and other fees charged by investment advisers with, or funds in, which the Fund’s account invests) associated with products or services that may be necessary or incidental to such investments or accounts. Fund assets may be invested in pooled investment vehicles. In these cases, Funds will bear their pro rata share of the underlying fund’s operating and other expenses including, in addition to those listed above: sales expenses, legal expenses, internal and external accounting, audit and tax preparation expenses, and organizational expenses. Fund assets may be invested in money market mutual funds, exchange traded funds (“ETF”) or other registered investment companies. In these cases, the Fund will bear its pro rata share of the investment management fee and other fees of such money market mutual funds, ETFs or other registered investment companies, which are in addition to the investment Management Fee paid to the Adviser. Please refer to Item 12 below for a discussion of the Adviser’s brokerage practices. Each of our Funds bear various costs, fees, and expenses in addition to the compensation payable to the Adviser or an affiliate of the Adviser. Although we set forth enumerated lists below, all investors in our Funds and prospective investors should review the private placement memorandum of their respective fund (including any relevant supplements) and other governing documents for each applicable Fund, which may discuss additional costs, fees and expenses not discussed below. Funds will pay or reimburse Blue Water, subject to certain offsets as applicable, all out-of-pocket fees and expenses payable to third parties that are incurred by or on behalf of the Funds in connection with the offering interests in the Funds, and the organization of the Funds and general partner entities, including legal and accounting fees, travel and other expenses (such expenses, “Organizational Expenses”). To the extent a Fund serves as a feeder fund to a master fund, investors will indirectly bear a pro rata share of the master fund’s Organizational Expenses. The below expenses may not be applicable to all Funds. To the extent permitted under the applicable offering documents and/or governing documents, each Fund generally incurs the following operating expenses: (i) Management Fees; (ii) expenses of administering its own business, including, without limitation, auditing; accounting; ongoing legal and bookkeeping expenses; expenses related to the research, due diligence expenses such as background checks and other such costs, financing (including all amounts borrowed pursuant to a credit facility or credit extension), monitoring and disposition of actual and prospective portfolio investments whether or not such portfolio investment is consummated, including the following: third-party investment sourcing fees, including fees to introducers, intermediaries and brokers (in each case including performancebased fees); fees and expenses related to obtaining, processing and analyzing research; due diligence expenses including consulting and appraisal fees; trade order management; reconciliation tools for the benefit of such Fund; travel expenses (including transportation, lodging and meals); brokerage fees, commissions and expenses, and other securities transaction costs (including research related expenses); custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; financing costs related to a credit facility or credit extension; fees and expenses of proxy research and class action related services; margin interest or interest on other borrowings; (iii) any compensation payable in connection with the management of any portfolio investment by an unaffiliated third party or management team, which may include both asset-based fees and performance-based compensation; (iv) fees and expenses relating to information technology services, hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research portfolio investments, evaluate and manage risk, facilitate valuations and/or facilitate compliance
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with the rules of any self- regulatory organization or applicable law (including reporting obligations), and accounting technology; (v) fees and expenses of third-party professionals, including consultants, valuation service providers, attorneys, accountants, third-party administrative fees (including of any “shadow” administrator or middle/back office services) and expenses, and the fees and expenses of any service provider to the Adviser that provides outsourced middle and back office functions; (vi) the costs of any litigation or investigation involving activities of the Funds; (vii) preparation costs of financial statements, tax returns (including estimated and final Schedules K-1) and of financial, tax and other reports to partners; (viii) insurance expenses, including premiums for directors and officers, errors and omissions, cybersecurity and indemnification insurance covering the general partner, the Adviser and the members, partners, officers, employees and agents of any of them, and any member of an advisory committee; (ix) costs of preparing and distributing reports and notices (including all costs incurred to audit such reports, provide access to a database or other internet forum and any other operational, legal, secretarial or postage expenses associated with distribution of the same); (x) expenses incurred in connection with negotiating and complying with provisions of any side letter, and expenses incurred in connection with any transfers of interests or a limited partner’s or shareholders admission or withdrawal, unless otherwise charged to or borne by the applicable transferee, limited partner or shareholder; (xi) legal fees and any other fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Funds, including any governmental, regulatory, licensing, filing or registration fees, or taxes (including fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings, and/or AIFMD-related filings and other similar regulatory filings); compliance cost including costs relating to anti-money laundering compliance and the expenses of offering and selling the interests or shares of the Funds, as the case may be; (xii) expenses incurred in connection with the offering and sale of the interests and other similar expenses related to the Funds (excluding fees payable to any placement agent not engaged pursuant to local legal or regulatory requirements in connection with the offering of Interests outside the United States), including expenses of preparing marketing materials; (xiii) expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of the Funds; (xiv) expenses incurred in connection with meetings with limited partners or shareholders and prospective limited partners or shareholders in the Funds, and meetings of the advisory committees; (xv) extraordinary expenses, including indemnification expenses; (xvi) tax preparation fees and expenses including, but without limitation, any fees and expenses (including legal and accounting costs) incurred in connection with any tax audit, examination or review by any tax authority, including any related administrative settlement and judicial review, and any and all taxes (including any interest, penalties, or additional amounts imposed with respect thereto), other than those specifically allocated to, or actually borne by, a partner or former partner, as determined by the Adviser or its affiliates in its sole discretion; (xvii) fees and expenses incurred in connection with the reorganization and/or recapitalization, dissolution, winding-up or termination of the Fund; and other similar expenses related to the Fund. Administrative services may be provided to a Fund by the Adviser or its affiliates, including internal or affiliated fund administration, accounting, reporting, middle-office or back-office services. To the extent permitted by the applicable governing documents, the Fund may bear the costs and expenses associated with such services, which may include an allocation of personnel costs, overhead and other related expenses. Such allocations will be made in a manner that the Adviser believes to be reasonable and consistent with its expense allocation policies, and will not include any markup or profit unless expressly disclosed. Each Fund also indirectly bears its pro rata share of the expenses of investment entities in which it invests. Additionally, each Fund will be responsible for its pro rata share of the expenses of the applicable master fund, as applicable. The Adviser or its affiliates may, in their sole discretion, pay or reimburse Funds for any or all of the foregoing expenses. The fees and expenses enumerated above may not contemplate every type of fee or expense Funds may incur. Furthermore, the Adviser may in the future provide investment management services to other/additional Funds.
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Prepayment of Fees If a Fund or investor prepays fees to the Adviser in advance, upon the termination of such Fund’s account during the relevant fee period (except for the LS Funds), the Management Fee will be prorated for the days remaining in that fee period and any prepaid, unearned fees will be refunded to the relevant Fund or investor.
Additional Compensation and Conflicts of Interest Neither Blue Water nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.
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Item 6. Performance-based fees and side-by-side management
The Adviser and its investment personnel provide investment management services to multiple Funds. The Adviser is entitled to be paid performance-based compensation by Fund accounts. Please refer to Item 5 for a discussion of performance-based compensation paid to the Adviser. The Adviser and its investment personnel manage Fund accounts that are charged performance-based compensation. In addition, certain Fund accounts may have higher asset-based fees or more favorable performance-based compensation arrangements than other accounts. Because the Adviser and its investment personnel manage more than one Fund account, a potential exists for one Fund account to be favored over another Fund account.
Read the rest of Item 6 (110 more words)
The Adviser and its investment personnel at times will have a greater incentive to favor Fund accounts that pay the Adviser (and indirectly the investment personnel) performance-based compensation or higher fees. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. These areas are monitored by the Adviser’s Chief Compliance Officer. The performance of similarly managed accounts is also regularly compared to determine whether there are any unexplained significant discrepancies Additional information regarding the allocation of investment opportunities is provided in Item 11.
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Item 7. Types of clients
The Firm primarily provides investment advice to the Funds, as described above. Private funds advised by the Firm may include partnerships or other pooled investment vehicles formed under domestic or non-U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended (the “Company Act”). Investors participating in private funds advised by the Firm may include high net-worth individuals, financial institutions, corporations, sovereign wealth funds, endowment funds, charitable organizations, public and private pension funds and other investment funds (which may include entities that are owned, directly or indirectly, by partners or employees of Blue Water).
Read the rest of Item 7 (241 more words)
Interests in the Funds are offered on a private placement basis, and where applicable, in reliance on Section 3(c)(7) of the Company Act, to persons who generally are “accredited investors” as defined under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as defined under the Company Act, and who are subject to certain other conditions, which are fully set forth in the offering documents of such Funds. Interests in, or shares of, the offshore feeder fund are generally offered to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of tax-exempt U.S. Persons) on a private placement basis, and who are subject to certain other conditions, which are fully set forth in the offering documents of such Funds. Blue Water employees who qualify as “knowledgeable employees” under Rule 3c-5 of the 1940 Act are also permitted to invest directly or indirectly in the Funds. Minimum initial investment amounts vary among the Funds, as described in the applicable Fund’s respective Memorandum. Such minimum investments, however, may be waived or modified by the applicable General Partner of the Funds, in its sole discretion. To invest in the Fund, an investor must be an accredited investor and, if subject to a performance fee, must be a qualified client as defined by Section 205 of Advisers Act and Rule 205-3 thereunder.
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Item 8. Methods of analysis, investment strategies and risk of loss
The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to Funds, and investment strategies pursued and investments made by the Adviser on behalf of its Funds, should not be understood to limit in any way its investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Fund’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Funds should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved.
Read the rest of Item 8 (7,465 more words)
The Adviser utilizes a variety of methods and strategies to make investment decisions and recommendations. These methods entail an evaluation of investment opportunities using fundamental, technical, quantitative, and qualitative analyses to determine the intrinsic value of securities and other types of instruments. The LS Funds: The LS Funds intend to achieve their investment objective by investing in well-researched life science companies with a technical focus on precision medicine and genomics. In addition, they may opportunistically establish short sale positions, deploy portfolio hedges, and decide to pursue investments in the biopharma or emerging pharmaceutical sector. Prior to investing in a portfolio company, the Adviser will generally analyze the company’s historical financials and conduct a qualitative assessment of the company’s long-term competitive advantages. The LS Funds seek to invest in publicly traded life science companies that promise to disrupt current practices and improve diagnoses, research and clinical outcomes. The emphasis will be on precision medicine and related technologies with transformative growth opportunities. The Adviser will look for opportunities with asymmetric return profiles, where potential growth prospects do not reflect current valuations. The Adviser will also evaluate investments in emerging pharmaceutical companies. The LS Funds will seek to invest in publicly traded opportunities with clear paths to profitability and value creation, or companies that are approaching an inflection point in revenue or earnings growth. It will not be uncommon for the LS Funds to have twenty or fewer concentrated positions or, if market conditions warrant, a sizeable cash position. The LS Funds do not intend to invest an amount greater than twenty percent (20%) of their gross asset value in any single portfolio company (measured at the time of investment in such portfolio company), but the LS Funds may engage in margin or leveraged transactions. Specifically, the LS Funds may leverage up to 50% of their capital, including the use of shorts and option trading. Blue Water Ventures Fund, LP: The Ventures Fund’s investment objective will be to seek long-term capital appreciation by making portfolio investments in early-stage portfolio companies in the life sciences sector with a focus on precision medicine and genomics. The Adviser will look for portfolio investments with asymmetric return profiles, where potential growth prospects do not reflect current valuations. The Ventures Fund will seek to invest in portfolio companies with clear paths to profitability and value creation, or portfolio companies that are approaching an inflection point in revenue or earnings growth. Ultimately, through fundamental research, the Adviser will seek to develop a conviction in a business’s future prospects and estimate what it believes to be the portfolio company’s investment merits, resulting in target entry and exit prices. If new developments warrant it, price targets will be altered, either higher or lower, or positions added to or eliminated based on the risk/reward trade-off and assumptions as to future expectations. Given the Adviser’s strict criteria for deploying capital, the Ventures Fund will deploy capital on a selective basis. It will not be uncommon for the Ventures Fund to have a small number of concentrated
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positions or, if market conditions warrant, a sizeable cash position. The Ventures Fund will borrow and otherwise incur leverage pursuant to the Ventures Funds governing documents. Blue Water Special Opportunities, LP and Blue Water Special Opportunities II, LP: The Funds are coinvestment vehicles that generally invests in securities issued by a limited number of portfolio companies. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by the Adviser and each risk factor may not be applicable to every Fund. These risk factors include only those risks the Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Adviser. Investors in co-investment vehicles we advise should also review the disclosures in this item, although not all risk factors may be applicable to a particular co-investment vehicle’s investment strategy. Prospective investors should carefully consider the following risk factors before investing in the Funds. General Investment and Market Risks. All securities investments risk the loss of capital. The nature of the investments to be purchased and traded by the Funds, and the investment techniques and strategies to be employed by the Adviser, may increase this risk. While the Adviser will use its best efforts in the management of the investments, there can be no assurance that the Funds will not incur losses. Many unforeseeable events, including changing supply and demand, interest rates, merger activities, governmental laws, regulations and enforcement activities, trade, fiscal and monetary programs and policies, and national and international political and economic developments, may cause sharp issuer- specific and market fluctuations which could adversely affect the Funds' portfolio and performance. The effect of such factors on the prices and liquidity of investments in general, or of a particular investment, is difficult to predict. The Funds are also exposed to the risk of failure of any exchanges on which investments trade or of clearinghouses that settle trades. The Adviser and the Funds cannot control any of these conditions. Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Smaller issuers can have more limited product lines, markets, or financial resources. Short Selling Risk. The Adviser’s investment program may include a significant amount of short selling. Short selling transactions expose the Adviser to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and without effective limit. There is the risk that the securities borrowed by the Adviser in connection with a short sale would need to be returned to the securities lender on short notice. If such request for return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein the Adviser might be compelled, at the most disadvantageous time, to replace the borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. Relative Value Risk. In the event that the perceived mis-pricings underlying the Adviser’s relative value trading positions were to fail to converge toward, or were to diverge further from, relationships expected by the Adviser, client accounts may incur a loss. Risks Related to Custodians and Brokers. The bankruptcy of a broker or custodian could cause excessive costs or loss of investor funds. If a broker with which the Advisor has an account becomes insolvent or bankrupt, the Advisor may be unable to recover all or even a portion of the assets maintained by clients with that broker. Similarly, if a custodian housing a client’s securities or other assets becomes bankrupt or insolvent, the client may be unable to recover all or even a portion of the assets held by the custodian.
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Force Majeure or other Risks. Portfolio investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). For example, beginning in late 2019, the media has reported a public health epidemic originating in China, prompting precautionary government-imposed closures of certain travel and business. It is unknown whether and how global supply chains may be affected if such an epidemic persists for an extended period of time. Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to an Insight Equity Fund or a portfolio company) to perform its obligations until it is able to remedy the force majeure event. In addition, forced events, such as the cessation of the operation of machinery for repair or upgrade, could similarly lead to the unavailability of essential machinery and technologies. These risks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost to a portfolio company or a Fund of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on a portfolio company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which Funds may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets, could result in a loss to Funds, including if the investment in such portfolio companies is canceled, unwound or acquired (which could be without adequate compensation). Prolonged changes in climatic conditions may have significant impact on the revenues, expenses and conditions of certain Fund investments. While the precise future effects of climate change are unknown, it is possible that climate change could affect precipitation levels, droughts, wind levels, annual sunshine, sea levels and the severity and frequency of storms and other severe weather events. Reductions in precipitation levels, wind or sunlight could materially adversely affect the revenues and cash flows of renewable energy related assets that depend on the capture of waterflow, wind or sunlight to derive revenues. If such reductions are significant, any such assets may be rendered inoperable. Conversely, significant increases in precipitation or wind velocity could cause damage to such assets or create periods when such assets are not able to function. In the event that climate change causes sea levels to rise, certain portfolio companies may be forced to incur expenses to prevent assets from being damaged or rendered unusable by such rising sea levels. Any of the foregoing may therefore adversely affect the performance of Funds and their investments. Limited Diversification. Fund accounts will not be diversified among a wide range of types of securities, countries or industry sectors. As a consequence, the aggregate return of the Funds may be materially and adversely affected by the unfavorable performance of even a single portfolio investment. Funds will be focused on investments in the life sciences sector, and, therefore, will involve more risk and will be subject to greater market fluctuations than a portfolio of investments that is not concentrated in a particular industry or industry sector. If the overall state of the industry or the specific sectors and companies in which the Funds invests perform poorly, the Fund will be adversely affected.
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Macroeconomic Factors. The performance of the Funds' investments could be adversely affected by macroeconomic factors, including general economic conditions affecting capital markets and participants therein (such as the obligations on or issuers of the Funds’ investments). Such macroeconomic factors include the economic downturn and continuing uncertainties affecting economies and capital markets worldwide due to the COVID-19 pandemic. It is unknown for how long the global supply chains will be affected. Other macroeconomic factors that may adversely affect the Funds’ investments include war, incidents of terrorism, political or social unrest and similar events; concerns about financial performance, accounting and other issues relating to various companies; and recent and proposed changes to laws and regulations affecting the financial industry, including banking, credit default swaps and other derivatives, mortgage lending, accounting and reporting standards. Market Volatility. The profitability of the Funds substantially depends upon the Adviser correctly assessing the future price movements of stocks, bonds, options on stocks, and other securities and assets and the movements of interest rates. The Funds cannot guarantee that the Adviser will be successful in accurately predicting price and interest rate movements. Availability of and Ability to Acquire Suitable Investments. While the Adviser believes that many attractive investments of the type in which the Funds may invest are currently available and can be identified, there can be no assurance that such investments will be available at any given time, or that available investments will meet the Funds' investment criteria. In such event, the Funds may be unable to find a sufficient number of attractive investment opportunities to meet its investment objective. Limited Liquidity of Fund Investments. To the extent that a Fund invests its assets in securities that are illiquid (e.g., special investments) because they are restricted, thinly traded, or otherwise, the Fund may not be able to liquidate those investments if the need should arise, and its ability to realize gains, or to avoid losses in periods of rapid market activity, may therefore be affected. In addition, the value assigned to such securities for purposes of determining investors’ capital account balances and determining net profits and net losses may differ substantially from the value the Fund is ultimately able to realize. Valuation of such securities may be difficult or uncertain, and the Funds may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher selling expenses than does the sale of publicly- traded securities. Even if such securities are publicly-traded, the Funds may be contractually prohibited from disposing of such investments for a specified period of time. As a result, a Fund may be required to hold such securities despite adverse price movements. Markets which the Adviser expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Restricted Securities. The Funds are expected to hold investments in restricted securities from time to time. Restricted securities cannot be sold to the public without registration under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by the Funds. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. Investments in Public Companies. Funds may invest in public companies or take private companies public. Investments in public companies will subject the Funds to risks that differ in type or degree from those involved with investments in privately-held companies. Such risks include, without limitation, movements in the stock markets and trends in the overall economy, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Funds to dispose of such securities at certain times (including due to the possession by the Adviser of material
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non-public information), increased likelihood of shareholder litigation against such companies’ board members, which may include the Adviser’s personnel, regulatory action by U.S. and non-U.S. regulators and increased costs associated with each of the aforementioned risks. Control Position. Although a Fund will not do so as a normal investment technique, it may obtain a control position or other substantial position in a public company. Should a Fund obtain such a position, it may be required to make filings with the SEC and may become subject to other regulatory restrictions that could limit the ability of the Fund to dispose of its holdings at the times and in the manner the Fund would prefer. Violations of these regulatory requirements could subject the Fund to significant liabilities. Non-Controlling Positions. The Funds may take minority stakes in privately-held or public companies from time to time, including by purchasing directly on the open market passive stakes in public companies. Such minority holdings will have neither the control characteristics of majority stakes nor the valuation premiums oftentimes accorded to majority or controlling stakes, and such companies may be controlled by persons who have economic or business interests or goals that are inconsistent with those of the Funds or that may be in a position to take action contrary to the Funds' business interests. Where the Funds holds a non-controlling interest in a portfolio company, it may have a limited ability to limit or otherwise protect its position in such company. Private Investments Generally. The Funds expect to make private investments in early-stage companies, which are exposed to a high degree of business and financial risk. Such risks may adversely affect the performance of any such investments and result in substantial losses to the Funds. While the targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Funds will be adequately compensated for risks taken. A loss of principal is possible. The timing of profit realization is highly uncertain. Losses are likely to occur early, while successes often require a long maturation. Funds may acquire control positions in addition to advisory roles with respect to portfolio companies, along with certain contractual rights to protect its investments (including shareholder agreements, redemption rights and/or the right to place a designee of the Adviser on the board of directors or as a board observer). However, the Funds may not acquire control over their portfolio companies. Management or shareholders of portfolio companies may refuse to adopt the recommendations of the Adviser and disagreements with existing management may otherwise arise. Investment losses may result from such refusals or disagreements. Furthermore, in certain circumstances in which a Fund does not own 100% of the equity of a portfolio company, but has a controlling interest, the Adviser’s actions may be limited by fiduciary obligations to minority owners. Private investments in highly leveraged companies involve a high degree of risk. Some of a Fund’s portfolio companies may be leveraged, which will increase the exposure of such companies to adverse economic factors such as downturns in the economy or deterioration in the conditions of such companies or their industry sectors. In the event any portfolio company cannot generate adequate cash flow to meet debt service, the Funds may suffer a partial or total loss of their invested capital, which would adversely affect the return on capital invested in the Funds. The Funds may be called upon to make follow-on investments in portfolio companies or have the opportunity to increase its investment in portfolio companies. There can be no assurance that the Funds will make any such investment or that it will have sufficient funds to do so should the Adviser wish to do so. Any decision by the Adviser not to make such an investment, or any inability to do so, may have asubstantial negative impact on the relevant portfolio company, may diminish the Funds' ability to influence the portfolio company’s future development, may result in dilution of the Funds' prior investment, and could impair the value of such underlying company and, in turn, the investment of the Funds therein. In the event the Funds make a followon investment, there is also the risk that the follow-on investment will not preserve, protect or enhance the existing investment, and the Funds may lose both its initial investment and the follow-on investment.
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PIPE Transactions. Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the over-the-counter securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly-issued securities of smaller capitalization companies, which may be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key personnel. In addition, PIPE transactions will generally result in the Funds acquiring either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. The Funds' ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if the Funds are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, the Funds may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of the Funds' investments. Portfolio Company Management. While a Fund may expect to seek to monitor the performance of each portfolio investment through participation on boards of directors and/or by maintaining an ongoing dialogue with each a portfolio company’s management team, generally, each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although the Adviser will be responsible for monitoring the performance of each portfolio investment and intends to invest in companies operated by strong management, there can be no assurance that the existing management team, or any successor management team, will be able to operate a portfolio company in accordance with the Funds' plans or expectations. Commodities and Futures. Funds may invest in commodities and futures contracts. Trading in commodities and futures contracts are highly specialized activities that may entail greater than ordinary investment risks. Commodity futures markets (including financial futures) are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates. In addition, because of the low margin of deposit normally required in commodity futures trading, a high degree of leverage is typical of a commodity futures trading account. Consequently, a relatively small price movement in a commodity futures contract may result in substantial losses to the trader. Commodity futures trading may also be illiquid. Certain commodity exchanges do not permit trading in a particular type of future beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits – which conditions have in the past sometimes lasted for several days in certain contracts – Funds could be prevented from promptly liquidating unfavorable positions and thus be subject to substantial losses to the extent it invests in commodities and futures. Special Investments. Funds will invest in securities which are subject to legal or other restrictions on transfer or for which no liquid market exists (e.g., special investments). The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable and Funds may not be able to sell them when they desire to do so or to realize what they perceive to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale.
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Liquidity of Special Investments. Capital invested in special investments generally is not available for withdrawal or distribution until there is a realization event with respect to the respective special investment. An investor may be required to continue to participate in special investments irrespective of whether such investor has otherwise withdrawn from a Fund or managed account, and the Funds may be required to hold special investments for several years, if not longer. Additionally, the Adviser or its affiliates may designate a new special investment after an investor has submitted a withdrawal request, but before a withdrawal date relating to such withdrawal request, which may reduce such withdrawing investor’s withdrawal proceeds if there is insufficient cash available to pay such withdrawal proceeds. Valuation of Special Investments. Each special investment generally will be carried on the books of the Funds at fair value (which may be cost). There is no guarantee that fair value will represent the value that will be realized by a Fund on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. Hedging Transactions. The Funds' hedging program, if any, may focus mainly on short equity positions as a means to hedge long exposure but may also utilize equity options and ETFs. Investments in shorts, options and ETFs are utilized by investment funds to hedge against fluctuations in the relative values of its portfolio positions as a result of changes in currency exchange rates, interest rates and/or the equity markets or sectors thereof. Any hedging against a decline in the value of portfolio positions does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions’ value. Such hedging transactions also limit the opportunity for gain if the value of the portfolio positions should increase. Moreover, it may not be possible for the Funds to hedge against a fluctuation at a price sufficient to protect the Funds' assets from the decline in value of the portfolio positions anticipated as a result of such fluctuations. For example, the cost of options is related, in part, to the degree of volatility of the underlying instruments or assets. Accordingly, options on highly volatile, thinly-traded small capitalization stocks may be more expensive than options on other instruments or assets and of limited utility in hedging against fluctuations in their prices. The Adviser is not obligated to establish hedges for portfolio positions and may not do so. To the extent that hedging transactions are effected, their success is dependent on the Adviser’s ability to correctly predict movements in the direction of currency and interest rates and the equity markets or sectors thereof. Investments in Non-U.S. Investments. The Funds may invest and trade, from time to time, a portion of their assets in non-U.S. securities and other assets (through ADRs and otherwise), which will give rise to risks relating to political, social and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and non-U.S. issuers and markets are subject. Such risks may include, but are not limited to: Political or social instability, the seizure by non-U.S. governments of company assets, acts of war or terrorism, withholding taxes on dividends and interest, high or confiscatory tax levels, and limitations on the use or transfer of portfolio assets. Enforcing legal rights in some non-U.S. countries is difficult, costly and slow, and there are sometimes special problems enforcing claims against non-U.S. governments. Non-U.S. securities and other assets often trade in currencies other than the U.S. dollar, and Funds may directly hold non-U.S. currencies and purchase and sell non-U.S. currencies through forward exchange contracts. Changes in currency exchange rates will affect the Funds' net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of investments. An increase in the strength of the U.S. dollar relative to these other currencies may cause the value of the Funds' investments to decline. Some non-U.S. currencies are particularly volatile. Non-U.S. governments may intervene in the currency markets, causing a decline in value or liquidity of the Funds' non-U.S. currency holdings. If a Fund enters into forward
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non-U.S. currency exchange contracts for hedging purposes, it may lose the benefits of advantageous changes in exchange rates. On the other hand, if a Fund enters forward contracts for the purpose of increasing return, it may sustain losses. Non-U.S. securities, commodities and other markets may be less liquid, more volatile and less closely supervised by the government than in the U.S. Non-U.S. countries often lack uniform accounting, auditing and financial reporting standards, and there may be less public information about the operations of issuers in such markets. Concentration of Investments. The Adviser’s investment program contemplates a concentrated investment portfolio which, in light of investment considerations, market risks and other factors, it believes will provide the best opportunity for attractive risk-adjusted returns in the value of the Funds' assets. Although the Adviser intends to target certain position limits and other investment limits as described above, the Funds' governing documents and agreements do not formally limit the amount of the Funds' assets that may be invested in a single company, security, country, region, industry, sector or asset class, and the Adviser does not subject the portfolio to any formal policies regarding diversification. The concentration of the Funds' portfolio in any manner described above would subject the Funds to a greater degree of risk with respect to the failure of one or a few investments, or with respect to economic downturns in relation to an individual country, region, industry or sector. Use of Leverage. When deemed appropriate by the Adviser and subject to applicable regulations, a Fund may incur leverage in its investment program, whether directly through the use of borrowed funds, or indirectly through investment in certain types of financial instruments with inherent leverage, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities while giving the purchaser the full benefit of movement in the market of those underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent a Fund purchases securities with borrowed funds, its net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the operating results of the Fund. If the interest expense on this leverage were to exceed the net return on the investments made with borrowed funds, the Fund’s use of leverage would result in a lower rate of return than if the Fund were not leveraged. Overall, the use of leverage, while providing the opportunity for a higher return on investments, also increases the volatility of such investments and the risk of loss. Investors should be aware that an investment program utilizing leverage is inherently more speculative, with a greater potential for losses, than a program that does not utilize leverage. Securities Lending and Borrowing Involve Insolvency and Credit Risks. The Funds may lend securities to securities brokers and other institutions or borrow securities from securities brokers or other institutions to effect short sales. If the other party becomes insolvent or bankrupt, the Funds could experience delays and costs in recovering payment or the securities. If, in the meantime, the value of securities changes, the Funds could suffer more losses. Changing Conditions Could Cause the Funds to Suffer Losses. There are innumerable external factors that could impact the Funds including changes in economic conditions (such as interest rates and inflation rates), industry conditions, governmental regulation, competition, technological developments, political and diplomatic events and trends, the outbreak of war or terrorist acts, changes in tax laws and other factors. Neither the Investment Manager nor the Master Fund can control any of these conditions. Initial Public Offerings. As permitted by the FINRA’s Conduct Rules, to allow Funds to participate in certain initial public offerings, the Funds may establish “new issue accounts” in which persons who are restricted from participating will not share or may only share in a limited extent. New issues may experience substantial
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price fluctuations and the availability thereof may be limited. The Funds may modify the way in which it handles the participation in new issues to conform to amendments in the applicable rules, regulations and interpretations. Small- and Mid-Capitalization Companies. Small- and mid-cap companies in which the Funds may invest are often more vulnerable than larger companies to adverse business or market developments and have limited markets and financial resources. These companies may lack experienced management, may have a limited operating history, may be operating at a loss or with substantial variations in operating results from period to period and may require substantial additional capital to support expansion or to achieve or maintain a competitive position. These investments may include venture capital, special situations and private investments. Although these investments may offer opportunities for significant gains, they generally involve a very high degree of business and financial risk and can result in substantial losses. The securities of smallcap companies tend to be less seasoned than, and more susceptible to volatility in valuation and performance, than larger and more seasoned companies. In addition, small- and medium- sized companies often are not as well known to the investing public, in part, because relatively few of them are followed by traditional Wall Street security analysts, and information about them may be more difficult to obtain and may be less reliable and more subjective than information about larger public companies. Operating and Financial Risks of Portfolio Companies. The value or performance of the a Funds' portfolio companies could deteriorate as a result of, among other factors, adverse business developments, a change in the competitive environment or an economic downturn. As a result, portfolio companies that the Adviser may have expected to be stable may operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive positions, or may otherwise be in a weak financial condition or experience financial distress from time to time. In some cases, the success of the Funds' investment strategy and approach may depend in part on the ability of the Adviser to effect improvements in the operations of a portfolio company and/or recapitalize its balance sheet. The activity of identifying and implementing operating improvements and/or recapitalization programs entails a high degree of uncertainty. There can be no assurance that the Funds will be able to successfully identify or implement such improvements or programs. Life Science and Healthcare Technology. The Funds' focus on companies in the life science sector means that the Funds' performance will be closely tied to and affected by events occurring in the life science sector, including potential changes in government policies or regulatory requirements. Certain factors affecting companies in the life science sector may include, but are not limited to: certain companies that manufacture and/or market life science products may have limited operating histories, making it difficult to assess the likelihood of such products’ commercial success; certain companies in the life science sector may not have sufficient management or marketing personnel with appropriate scientific or medical training in order to adequately product or market their products, which may slow or impede the revenue stream generated by such products; and the prices at which securities in a life science company are acquired by Funds will often be based, in part, on sales projections with respect to the underlying products, which projections may prove to be inaccurate. Certain life science companies in which the Funds have invested may also experience adverse impacts from: unanticipated delays in research and development efforts; previous preclinical testing or clinical trial results that ultimately are not indicative of future clinical trial results; errors in the conduct of clinical trials; adverse safety findings regarding drugs; clinical trial results that do not support submission of a marketing approval application for drug product candidates; intellectual property considerations; reliance on third-party manufacturers, collaborators, and clinical research organizations who may fail to perform according to agreed specifications; inability to control the development of out-licensed drug compounds or drug candidates; inability of collaborators to develop and commercialize product candidates; inability to maintain or obtain adequate product liability and other insurance coverage; adverse impact of technological advances and competition; inability to compete against third parties with greater resources; changes in pricing and reimbursements in the markets in which they compete; excessive leverage; limitations on their ability to incur additional indebtedness and incur liens on their assets restricting their ability to obtain additional capital
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when needed; cost of goods sold remaining high enough that it is difficult to achieve profitability; third-party payors for drugs or diagnostics rescinding or modifying their contracts or reimbursement policies or delaying payments; inability to expand as expected outside the United States; failure to receive reimbursement for a drug or diagnostic under changing Medicare rules; failure of physicians to prescribe a drug or diagnostic to the extent anticipated; inability to obtain inputs necessary to the manufacture of a drug or diagnostic at the anticipated cost; failure of information technology and telecommunications systems that are critical to their business; failure to appropriately handle or dispose of biological and hazardous materials; misplaced reliance on third-party distributors; difficulties in integrating legacy companies from a merger or acquisition; inability to recruit talented personnel, including scientists; and changes in government policies or regulatory requirements of various federal and state agencies. Investment and Trading Out of Sector. The Fund's may trade in sectors other than life science, including for hedging purposes and/or on an opportunistic basis. Although out-of-sector positions are not expected to represent core positions, the profit or loss from those positions could have a material impact on the Funds' performance. Regulatory Approvals. Companies in the life sciences sector generally are often subject to governmental regulation and approval of their products, which can have a significant effect on their value. Usually, such companies require the approval of agencies such as the FDA prior to marketing their products to the public. Of particular significance are the FDA requirements covering research and development, testing, manufacturing, quality control, labeling and promotion of drugs for human use. The approval process is very lengthy and very costly, and there can be no guarantee that a portfolio company will obtain the necessary approvals for its products. If a portfolio company is unable to obtain these approvals in a timely fashion, the portfolio company may experience significant adverse effects, which in turn could negatively affect the performance of the Funds. Moreover, the current regulatory framework may change or additional regulations may arise at any stage during the product development phase, which may affect a portfolio company’s ability to obtain approval of its products. Even if all applicable governmental and/or regulatory approvals are obtained with respect to such product, previously unknown or undisclosed side-effects or complications relating to the product may be disclosed, resulting in a loss of market acceptance or a withdrawal of previously granted approvals, thereby reducing or eliminating the revenue stream derived from such products. Moreover, to the extent the Funds hold securities in public companies, stock prices of life sciences companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny. Intellectual Property Considerations. The Funds may invest in the securities of companies that will need to obtain patents for their products, both in the United States and in other countries. The patent protection of the intellectual property of life sciences companies in many countries is highly uncertain and involves complex legal, scientific and factual issues. Companies in which the Funds invests may face costs associated with prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights, be unable to obtain patent protection for discoveries or to in-license potential drug compounds or drug candidates or other technology. The policy regarding allowable claim matter of life sciences-related technology patents varies from jurisdiction to jurisdiction. Product Liability. The potential liability of life sciences companies for products that are later alleged to be harmful or unsafe may be substantial, and any claim, whether or not meritorious, may have a significant impact on a life sciences company’s value. Certain of these companies may become involved in lawsuits with respect to their products, or with respect to intellectual property rights or other rights relating to them, which lawsuits may result in an inability to market these products or may otherwise impair the related revenue stream expected to be derived from such product. Therapeutics Development Risk. The Funds are expected to invest in early-stage companies, which investments involve greater risk than are customarily associated with investing in established companies with
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commercialized product lines, as the value of their securities is often significantly attributed to the prospects of their development programs, and clinical setbacks, unanticipated safety risks or lack of therapeutic efficacy, among other factors, can result in significant value destruction. The Funds may hold investments in public companies during periods when critical data is released by the company. Where possible given the nature of the investment (e.g., if the investment is in a publicly tradeable security), the Adviser will attempt to manage the exposure to levels consistent with the risk parameters of the Funds. There can, however, be no assurance that this will be successfully accomplished in all instances, or that negative news flow at unanticipated points in time will not negatively impact Funds performance beyond the targeted risk parameters. Governmental Interventions. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Funds. Inflation Risk. Inflation results from the variation in the value of cash flows from an investment of the Funds due to inflation, as measured in terms of purchasing power. The United States and other economies have recently experienced historically high inflation rate levels and there is uncertainty in connection with changing expectations relating to inflation and deflation. Changes in inflation rates may adversely impact the Funds and its return on investments. For example, returns on investments of the Funds which have fixed interest rates may suffer as a result of inflation. Potential Interest Rate Increases. The United States has experienced a sustained period of historically low interest rate levels. However, the uncertainty of the U.S. and global economy, changes in U.S. government policy and changes in the federal funds rate could cause interest rates to increase or be volatile in the future. Sustained future interest rate volatility could adversely affect the value of any securities held by the Funds. Assumption of Catastrophe Risks. The Funds may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Funds invests (or has a material negative impact on the operations of any service provider), the risk of loss could be substantial and could have a material adverse effect on the Funds and the investor’s investments therein.
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Item 9. Disciplinary information
There are no legal or disciplinary events to report that would be material to a client's or prospective client's evaluation of our advisory business or the integrity of our management.
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Item 10. Other financial industry activities and affiliations
Broker-Dealer Registration Status Neither the Adviser nor any management persons of Blue Water are registered, or have an application pending to register, as a broker-dealer a registered representative of a broker-dealer. Commodities-Related Registration Neither the Adviser nor any management persons of Blue Water 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. Material Relationships or Arrangements with Industry Participants As discussed above, affiliates of the Adviser serve as the General Partners of the applicable Funds.
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These affiliated advisers are under common control and subject to the Adviser’s Code of Ethics and Advisers Act compliance program pursuant to the requirements of the Adviser Act. Material Conflicts of Interest Relating to Other Investment Advisers Blue Water does not recommend or select other investment advisers for their clients.
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Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser and its related persons to put the interests of the Funds before their own interests and to act honestly and fairly in all respects in their dealings with Funds. See below for further provisions of the Code as they relate to the pre-clearing and reporting of securities transactions by related persons. The Code incorporates the following general principles that all employees are expected to uphold: • • • •
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employees must at all times place the interests of Funds first; all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided; employees must not take any inappropriate advantage of their positions; and information concerning the identity of securities and financial circumstances of the Funds, including the Funds’ investors, must be kept confidential.
Fund Transactions in Securities where Adviser has a Material Financial Interest The Adviser or its related persons may invest Fund assets in one or more investment companies (and offshore investment vehicles for non-U.S. Funds) for which the Adviser acts as a general partner and/or investment adviser (e.g., a Fund). This practice creates a conflict of interest because the Adviser or related person has an incentive to recommend/buy securities from (or sell securities to) Funds based on its own financial interests, rather than solely the interests of a Fund. In addition, this practice results in the Fund’s account being charged its pro rata share of the investment management fee at both levels. The Adviser addresses this conflict of interest by waiving investment advisory fees at the principal level. The Adviser at times determines that it would be in the best interests of certain Funds to transfer a security from one Fund to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the Funds, or to reduce transaction costs that may arise in an open market transaction. If the Adviser decides to engage in a Cross Trade, the Adviser will determine that the trade is in the best interests of each Fund involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Funds. In addition, cross transactions are not permitted for benefit plan or other similar accounts that are subject to ERISA. The Adviser may execute Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two Funds may occur as an “internal cross”, where the Adviser may instruct the custodian for the Funds to book the transaction at the price determined in accordance with the Adviser’s valuation policy. If the Adviser effects an internal cross, the Adviser will not receive any fee in connection with the completion of the transaction. To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Fund by the Adviser or its personnel, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act. Investing in Securities Recommended to Funds The Adviser has adopted the personal trading restrictions and requirements described below to: (i) prevent improper personal trading by employees of the Adviser; (ii) prevent improper use of material,
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non-public information about securities recommendations made by the Adviser or securities holdings of Funds; (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of the Fund. While it is impossible to define all situations that might pose such a risk, the Adviser's Code is designed to address those circumstances where such risks have been identified and may be likely to arise. The Adviser's Code adopts a set of procedures with respect to transactions effected by its employees for their “personal accounts.” The Adviser and its employees may purchase or sell specific securities for their personal accounts based on personal investment considerations without regard to whether the purchase or sale of such securities is appropriate for Funds. An employee must adhere to certain procedures when buying or selling a security for a personal account. These procedures will include, among other things: (i) the employee must confirm that he or she is not in receipt of material, non-public information; (ii) the employee must seek approval from the Chief Compliance Officer for all trades of reportable securities made for a personal account (generally preclearance is not required for transactions in ETFs unless they have predominant exposure in healthcare sector); and (iii) the employee must execute all approved trades on the day the approval for such trade is given. If the trade is not executed on such day, the employee must seek new approval. From time to time, trading by the Adviser and its employees (and certain of their relatives) in particular securities may be restricted in recognition of impending investment decisions on behalf of Funds. If transaction orders for a Fund and the Adviser (and/or its employees and certain of their relatives) are not aggregated, the transaction orders for the Adviser (and/or its employees and relatives) will be the last orders filled. Conflicts of Interest It is important to note that Nate Cornell serves as both the Portfolio Manager and the Chief Compliance Officer of the Adviser. While this dual role is not uncommon in the industry, it does present potential conflicts of interest, particularly concerning the independence of the compliance function. To mitigate these potential conflicts, we separate financial and compliance responsibilities to the extent possible. This includes delegating certain compliance tasks to qualified staff members and/or an external compliance consultant under the supervision of the CCO. Our external compliance consultant conducts periodic reviews of our compliance program. These reviews provide an objective assessment of our adherence to regulatory requirements and the effectiveness of our internal controls.
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Item 12. Brokerage practices
Factors Considered in Selecting or Recommending Broker-Dealers for Fund Transactions The Adviser has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Adviser’s authority is limited by its own internal policies and procedures and each Funds' investment guidelines. Portfolio transactions for the Funds will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to us and/or certain Funds, but not beneficial to all Funds.
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Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services. The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include net price, reputation, financial strength and stability, efficiency of execution and error resolution, offering to the Adviser on-line access to computerized data regarding a Fund’s accounts. In selecting a broker- dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker- dealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser’s practice to negotiate “execution only” commission rates, thus a Fund may be deemed to be paying for research, brokerage or other services provided by a brokerdealer which are included in the commission rate. Research and Other Soft Dollar Benefits The Adviser receives research or other products or services other than execution from a broker-dealer and/or a third party in connection with Fund securities transactions. This is known as a “soft dollar” relationship. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. When the Adviser uses Fund commissions to obtain Section 28(e) eligible research and brokerage products and services, it receives a benefit because it does not have to produce or pay for the research, products or service. The Chief Compliance Officer will periodically review and evaluate the Adviser’s soft dollar
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practices and to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker- dealer. This determination will be viewed in terms of either the specific transaction or the Adviser’s overall responsibilities to the accounts or portfolios over which the Adviser exercises investment discretion. The use of Fund commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services. The Adviser may cause Funds to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for Funds. Research and brokerage services obtained by the use of commissions arising from a Fund’s portfolio transactions may be used by the Adviser in its other investment activities, including, for the benefit of other Fund accounts. The Adviser does not seek to allocate soft dollar benefits to Fund accounts proportionately to the soft dollar credits the accounts generate. The Adviser may participate in “client commission arrangements” pursuant to which the Adviser may execute transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research and other products to the Adviser. The Adviser excludes from use under these arrangements those products and services that are not eligible under Section 28(e) and applicable regulatory interpretations. Research products and services provided by brokers through which Fund transactions are executed, settled and cleared may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, access to management and other products and services providing lawful and appropriate assistance to the Adviser in the performance of its investment decisionmaking responsibilities. Brokerage for Client Referrals Neither the Adviser nor any related person receives client referrals from any broker-dealer or third party. Directed Brokerage The Adviser does not have directed brokerage arrangements. Order Aggregation The Adviser may aggregate sale and purchase orders of securities held by the Funds with similar orders being made simultaneously for other accounts managed by the Adviser if, in the Adviser’s judgment, such aggregation is reasonably likely to result in an overall economic benefit to the Funds based on an evaluation that the Funds are benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. When it does, the Adviser will allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. The Adviser believes combining orders in this way will, over time, be advantageous to all participants. However, the average price could be less advantageous to the Funds than if the Funds had been the only account effecting the transaction or had completed its transaction before the other participants. To the extent that the Adviser has an interest in the Funds, there may be
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circumstances in which the Funds' transactions may not, under certain laws and regulations, be combined with those of some of the Adviser's and its affiliates’ other Funds, and the Funds may obtain less advantageous execution than such other Funds.
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Item 13. Review of accounts
Frequency and Nature of Review Each Fund account is reviewed by the Portfolio Manager or his designee on a daily basis to determine whether securities positions should be maintained in view of current market conditions. Matters reviewed include specific securities held, adherence to investment guidelines and the performance of each Fund account. Factors Prompting a Non-Periodic Review of Accounts. Significant market events affecting the prices of one or more securities in Fund accounts, changes in the investment objectives or guidelines of a particular Fund, or specific arrangements with particular Funds may trigger reviews of Fund accounts on other than a periodic basis.
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Content and Frequency of Regular Account Report A Fund’s investors receive reports from such Fund pursuant to the terms of such Fund’s offering memoranda or as otherwise described in the offering document of such Fund. The Funds are audited on an annual basis by an independent accounting firm. The Firm generally provides the Funds’ investors with (i) audited annual financial reports, and (ii) unaudited quarterly financial reports. In addition to the information provided to all investors, Blue Water may provide certain limited partners with additional information or more frequent reports that other limited partners will not receive, possibly enabling such limited partners to better assess the prospects and performance of the Funds. In addition, investors may be provided with information about Blue Water and the Funds in response to questions and requests, and/or in connection with due diligence meetings and other communications, but such information will not be distributed to other limited partners and prospective limited partners who do not request such information. Each limited partner is responsible for asking such questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by Blue Water is sufficient for its needs.
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Item 14. Client referrals and other compensation
Economic Benefits Received from Non-Clients for Providing Services to Clients Blue Water does not compensate any third parties for client referrals. Compensation to Non-Supervised Persons for Client Referrals Neither we nor any of our related persons directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals.
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Item 15. Custody
The Adviser does not act as custodian with respect to Fund funds or securities. An independent institution (a qualified custodian) holds all Fund funds and securities. The Adviser is deemed to have custody of Fund assets with respect to the Funds because the Adviser or an affiliate serves as the general partner (or the equivalent). To comply with Rule 206(4)-2 under the Advisers Act, each Fund will be subject to an annual audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements of each Fund will be prepared in accordance with generally accepted accounting principles and distributed to the Fund’s investors within 120 days of the end of the Fund’s fiscal year.
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Investors should carefully review the audited financial statements of the Fund upon receipt and should compare these statements to any account information provided by the Adviser.
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Item 16. Investment discretion
When Blue Water provides investment advice to the Funds on a discretionary basis, an affiliate of the Adviser, usually the general partner of the applicable Fund, accepts discretionary investment authority for the applicable Fund. Generally, this investment discretion is subject only to the investment guidelines set forth in governing agreements of such Fund.
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Item 17. Voting client securities
The Adviser generally votes proxies on behalf of its Funds. In that regard, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Adviser votes proxies with respect to Fund securities, such proxies are voted in the best interests of its Funds. In voting proxies, the Adviser votes in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors and increases in or reclassification in common stock. In case of extraordinary circumstances, the Firm may vote against the company management’s recommendations in order to act in the best interest of its Funds and will document such proxy vote decision accordingly.
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If a material conflict of interest between the Adviser and a Fund exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Fund. The Adviser does not make any qualitative judgment regarding its Funds’ investments. In limited circumstances, the Adviser may refrain from voting proxies where we believe that voting would be inappropriate, taking into consideration the cost of voting the proxies and the anticipated benefit to its Funds. Generally, Funds may not direct our vote in a particular solicitation. You may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted such Client’s proxies by contacting Chief Compliance Officer by telephone at (415) 720-3006 or by e-mail at nate@bluewaterlifescienceadvisors.com.
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Item 18. Financial information
The Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Funds and has not been the subject of a bankruptcy petition at any time during the past ten years.
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Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.