Who we are Blue Orange Capital L.P. (“BlueOrange”, “our” or “we”) is a Delaware limited partnership organized on
July 8, 2016. Our general partner is Blue Orange (DE) GP LLC (“DE GP”), a Delaware limited liability
company. Our office is in Washington, DC. Bertrand Badré, Partner and Chief Executive Officer (“CEO”),
Rashad Kaldany, Partner and Chief Investment Officer (“CIO”), and Amer Baig, Partner, serve on our
Investment Committee (“IC”). They are members of our management team (“Management” or
“Management Team”), as are Suprotik Basu, a Partner, and Emmanuelle Yannakis, a Partner and our
Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”) and Chief Compliance Officer (“CCO”).
The other roles performed by these individuals are discussed herein, as are the conflicts of interest
arising from these roles and the means used to address such conflicts.
What we do
We provide non-discretionary investment advisory services to Luxembourg Investment Solutions S.A.
(“LIS”), a Luxembourg
société anonyme, under a non-discretionary investment advisory agreement
(“Advisory Agreement”). LIS is authorized and supervised by the Luxembourg
Commission de
Surveillance du Secteur Financier (“CSSF”) as an alternative investment fund manager (“AIFM”) under
the Luxembourg Law of 12 July 2013 and the EU Alternative Investment Funds Directive. LIS is the AIFM
to Blue like an Orange Sustainable Capital Fund SICAV-SIF SCS, an umbrella fund (“Fund”).
The Fund, sub-funds and the general partner The Fund has an umbrella structure and will consist of several sub-fund(s). The Fund’s investment
objective is to provide attractive risk-adjusted, market-level financial return to achieve sustainable
development from capital invested in eligible assets for the benefit of its investors while reducing
investment risks through diversification. Each sub-fund will have its own pool of assets that will be
invested in accordance with the investment objective, investment policy and investment restrictions
applicable to that sub-fund.
The Fund general partner is BlueOrange Sustainable Capital Fund GP S.à r.l., a Luxembourg
société à
responsabilité limitée (“Fund GP”). It is a related person of ours and it is subject to our written policies
and procedures, including our Code of Ethics (“Code”), which is discussed in Item 11. Mr Badré, Mr Baig
and Mrs Yannakis are Managers of the Fund GP. Christian Hertz, the Managing Director, Chief Legal
Officer and Chief Compliance Officer of LIS, is, due to a CSSF requirement, also a Manager of the Fund
GP. The Fund GP is not an AIFM. The Fund GP has the power and authority to manage the business and
affairs of the Fund and its sub-funds.
The first sub-fund, Blue like an Orange Sustainable Capital Latin America Fund I (“Sub-Fund 1”), seeks to
achieve risk-adjusted market-level financial returns through sustainable development investing in
companies and projects that serve the social, economic and environmental needs for entrepreneurs
and businesses in Latin America and the Caribbean. Lending will take the form of mezzanine debt and
debt securities, including but not limited to convertible bonds, high yield debt, warrants, hybrid
instruments and similar instruments, such as certain equity-kickers. Sub-Fund 1 will invest in senior
debt investments with a risk/return profile consistent with its stated overall risk/return profile.
We work on our own, and with IDB Invest and other co-investment partners (“Co-Investment
Partners”), to source opportunities for Sub-Fund 1 through the network of existing clients of the Co-
investment Partners. We and the Fund GP are not affiliated with the Co-Investment Partners or their
clients. The Co-Investment Partners will act as the lender of record to make mezzanine loans, and Sub-
Fund 1 will buy participations in such loans, with Sub-Fund 1 buying the majority portion of such loans.
Upon receipt of funds from capital calls from investors and prior to investment, Sub-Fund 1 will invest
such cash in one or more money market funds. We will make investment recommendations to LIS for
particular investment opportunities, who, in turn, will act upon the recommendations and cause Sub-
Fund 1 to be so invested.
As of the date of this Brochure, we have $ 106,713,427 in regulatory assets under management.
How we work We engage in the following activities on a continuous and regular basis:
• source, research, identify, evaluate and propose investment opportunities, through our own
network or the network of the Co-Investment Partners;
• perform due diligence in connection with such potential investments;
• research and formulate advice and recommendations;
• generate advice and recommendations and provide these to LIS;
• negotiate but not agree (this is a role of LIS) investment terms for loans;
• provide ongoing and active review and oversight of investments;
• monitor the performance of investments; and
• report on the social development impact of the investments of each sub-fund.
We have no power to exercise discretion or enter into any transaction or agreement for or on behalf of
a sub-fund. We cannot make investment decisions for a sub-fund.
We have only one client, LIS, and will devote our time and attention to providing investment advice and
recommendations to LIS. Currently, there is only one sub-fund. However, as more sub-funds are
launched and as we become more active, conflicts of interest will arise with respect to the allocation of
loan opportunities/investments for multiple sub-funds. We will amend this Brochure at that time and
address the conflicts of interest raised by that change in activity, as appropriate.
We have a service agreement (“Total Agreement”) with Total Impact Advisors LLC (“Total Impact”), a
company that specializes in sourcing and developing private investment opportunities. Total Impact is a
Private Fund Adviser. Under the Total Agreement, certain Total Impact employees will assist us in
advising on financial investments and preparing investor documentation and market research. Total
Impact is separately incorporated and has its own place of business, but one employee of Total Impact
works from our office. Total Impact’s principal, John Simon, and his colleague work with us to develop
and research loan opportunities. We treat the personnel of Total Impact, who receive Confidential
Client Information and participate to our portfolio and pipeline meetings as Supervised Persons and
Access Persons (as defined in our Code), supervise them and require them to comply with our written
policies and procedures, including our Code of Ethics. We address the conflicts of interest with respect
to Total Impact in Item 10 of this Brochure.
The Fund GP may in its sole discretion give investors in Sub-Fund 1 (other than the Management
Team), direct or indirect beneficial owners of BlueOrange or the Fund GP, and unaffiliated third parties
an opportunity to co-invest alongside Sub-Fund 1 and the Co-Investment Partners in investments of
Sub-Fund 1 on such terms (including with respect to fees and expenses) as the Fund GP may in its sole
discretion agree with such parties. The Management Team, BlueOrange, the AIFM, the Fund GP and
any of their affiliates are not permitted to coinvest with Sub-Fund 1. The Fund GP is not obligated to
offer co-investment opportunities to the investors in Sub-Fund 1 or to allocate any such opportunities
pro rata to such investors ; provided that if a co-investment opportunity is offered to investors in Sub-
Fund 1, then they will be offered in priority to classes of investors with a higher capital commitment
amount, and pro rata within that class. Any excess co-investment opportunity not initially taken up by
investors in Sub-Fund 1 will be allocated in the discretion of the Fund GP. Investors in Sub-Fund 1 will
be charged all or part of the expenses related to broken deal expenses for investments that are
pursued by Sub-Fund 1 but that are not consummated, even if co-investors would have invested in
such investments alongside Sub-Fund 1. The Management Team and direct or indirect beneficial
owners of BlueOrange or the Fund GP will invest in Sub-Fund 1 on the same terms as unaffiliated third-
party investors in Sub-Fund 1, but the Management Team will not be eligible for any co-investment
opportunities and will not bear management fees and general partner reimbursements or performance
fees related to their investments in Sub-Fund 1, and will not have voting rights.
How the Fund GP works The Fund GP has the exclusive power to administer and manage the Fund and its sub-funds and to
determine the investment objective, investment policy and investment restrictions applicable to each
sub-fund, and the course of conduct of the management and business affairs of the Fund and the sub-
funds. The Fund GP appointed LIS as AIFM; the Fund GP will act upon LIS’s investment decisions.
Funding structure Organizational funding for us and for the Fund GP came from BlueOrange Fee HoldCo SCSp (“Fee
HoldCo”), a Luxembourg special limited partnership. Fee HoldCo is owned by Blue Orange Equity TopCo
SCSp (“Equity TopCo”) and financed through loans by Blue Orange Debt TopCo SCSp (“Debt TopCo”),
Luxembourg special limited partnerships. Investors in Equity TopCo and Debt TopCo are U.S. and non-
U.S. persons, including Mr Badré, Mr Basu and Mr Kaldany, and unaffiliated third parties. Debt TopCo
and Equity TopCo will be the co-owners of BlueOrange Carry HoldCo SCSp (“Carry HoldCo”), a
Luxembourg special limited partnership. The members of our Management Team are/will be investors
in Carry HoldCo and Fee HoldCo through Blue Orange Carry Management SCSp and Blue Orange Fee
Management SCSp (“Management Companies”), both Luxembourg special limited partnerships.
Fee HoldCo and Carry HoldCo were established to receive fee income and Carried Interest (defined
below) from the Fund. The members of the Management Team will receive a portion of these fees and
Carried Interest via their investment in the Management Companies. BlueOrange Special Limited
Partner SCSp, a subsidiary of Carry HoldCo, will receive Carried Interest from Sub-Fund 1.
Because the members of the Management Team hold multiple roles across these partnerships and
companies, have through them provided organizational funding to us, vote on the repayment of this
organizational funding and will receive Carried Interest, there are multiple conflicts of interest with
respect to our funding structure. The conflicts of interest and the means to address these conflicts are
disclosed in this Brochure at Item 10.
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We receive a management fee (“Management Fee”) from Sub-Fund 1 for the non-discretionary
investment management services that we provide, paid quarterly in advance at the beginning of each
calendar quarter out of the assets of Sub-Fund 1. We will continue to receive the Management Fee
until the expiry of the term of Sub-Fund 1 through to the end of its liquidation. The Management Fee is
not related to performance.
The Management Fee is based upon a fixed annual retainer of 1.35% (subject to lower percentages that
apply in respect of certain investor classes of Sub-Fund 1) and is calculated by Caceis Bank Luxembourg
Branch (“Caceis”), Fund administrator, upon the commitments to Sub-Fund 1 for the two first years
following the first closing of Sub-Fund 1 and subsequently upon the total acquisition cost, net of
leverage, of investments that have not been realized or permanently written off by Sub-Fund 1 prior to
the commencement of the relevant calendar quarter, and subject to adjustment for changes during
such calendar quarter as set forth in the governing documents of Sub-Fund 1.
All transaction fees, closing fees, underwriting fees, directors and monitoring fees together with abort
fees charged by us and our affiliates in respect of any investment made by Sub-Fund 1 will be 100% for
the benefit of Sub-Fund 1 and may be credited against the Management Fee otherwise payable to us
by Sub-Fund 1.
Sub-Fund 1 will reimburse the Fund GP an amount up to $750,000 per annum of all ordinary ongoing
costs of the Fund GP, including but not limited to general overhead and operating expenses,
administrative, legal, tax and audit related costs, fees and expenses.
Sub-Fund 1 will reimburse us and the Fund GP, on a
pro rata basis in proportion to the respective total
commitments of Sub-Fund 1 as compared to the total commitments to all of the sub-funds, the
organizational and set-up expenses of the Fund GP, the Fund, Sub-Fund 1 and BlueOrange up to the
lower amount of (i) 0.5% of the aggregate commitments at the date of the final closing and (ii)
$1,800,000, including but not limited to structuring, legal, accounting, consulting, financial advisory, tax
advisory, preparation and filing of SEC regulatory forms for BlueOrange (specifically, the Form ADV and
the compliance manual), printing, postage, filing, travel, out of pocket expenses, expenses and
commissions payable to placement agents, brokers and intermediaries, capital raising and other
organizational expenses. The excess (if any) will be borne by the Fund GP.
Sub-Fund 1 will reimburse us and the Fund GP for the following charges and expenses in respect of the
operation of the Fund and Sub-Fund 1:
a) operating expenses including all taxes, duties, stamp duties, governmental and similar charges,
commissions, foreign exchange costs, bank charges, registration fees relating to investments,
insurance and security costs, expenses of the issue and redemption of interests in the Fund and Sub-
Fund 1 (“Interests”);
b) the fees, costs and expenses of establishing, maintaining, operating, managing, protecting and
winding-up any investment holding entity, including if necessary, employee costs of such entity (and,
for the avoidance of doubt, no employee will provide any services to the Fund GP or BlueOrange);
c) any and all transaction and administration fees, expenses and taxes (including, without limitation,
brokerage, due diligence, investment banking, financial advisory, legal, accounting, surveyor's, travel
fees (which may include non-commercial travel, only to the extent no reasonable alternative mode of
transportation is available) and accommodation expenses and other professional fees as well as any
transaction and administration fees, expenses and taxes charged by the Co-Investment Partners to
Sub-Fund 1 under the applicable framework agreement) incurred on transactions with respect to the
acquisition, monitoring or disposal, or the proposed acquisition or disposal of the portfolio and
related expenses in connection with the acquisition or disposal of the assets, irrespective whether
the transactions have materialised or not, including, for the avoidance of doubt, broken deal
expenses (including the portion attributable to any Co-Investment Partners who may have invested
in such proposed portfolio investment were it to have been made, to the extent not otherwise
reimbursed). Any and all transaction costs incurred outside the ordinary course of business, such as
due to the restructuring of debt investments held by the Sub-Fund 1, in excess of US$ 600,000 per
transaction will be subject to the prior approval of the Advisory Committee (defined below);
d) accounting, due diligence, legal and other service providers in relation to the Fund and its sub-fund(s)
and all other fees and expenses incurred by the Fund GP and LIS acting in respect of the Fund and its
sub-fund(s);
e) reporting and publishing expenses, including the cost of preparing and/or filing of the governing
documents concerning the Fund, including the Private Placement Memorandum of the Fund (“PPM”)
and explanatory memoranda and registration statements with all authorities having jurisdiction over
the Fund or the offering of Interests; the cost of preparing, in such languages as are required for the
benefit of the investors, including the beneficial holders of the Interests, and distributing annual and
all other periodic reports and such other reports or documents as may be required under the
applicable laws or regulations of the above-cited authorities and the costs and expenses of local
representatives appointed in compliance with the requirements of such authorities;
f) the cost of convening general meetings of the investors or of consulting the investors in writing;
g) the reasonable costs and expenses of the Advisory Committee, if existing, and travel, telephone,
accommodation and other out-of-pocket expenses incurred by members of the Advisory Committee
in connection with meetings or other business of the Advisory Committee;
h) expenses incurred in determining Fund and sub-fund net asset value (“NAV”) and valuating assets;
i) the costs of preparing, printing and distributing all valuations, statements, accounts and performance
and investment reports;
j) the auditors’ fees and expenses in relation to the Fund;
k) the costs of amending and supplementing the Fund governing documents, the PPM, the agreements
and documents relating to the Fund and all similar administrative charges;
l) costs incurred to enable the Fund to comply with legislation and official requirements (including
expenses relating to the preparation and filing of Form PF and Form D) provided that such costs are
incurred substantially for the benefit of the investors and any fees and expenses involved in
registering and maintaining the registration of the Fund with any governmental agencies, or listing of
Interests on the Luxembourg Stock Exchange or on exchanges in any other country;
m) all other taxes and all fees or other charges levied by any governmental agency against the Fund in
connection with its investments or otherwise;
n) any irrecoverable VAT (or similar levy or duty) relating to any such costs and expenses; and
o) all other costs and expenses in connection with the operations or administration of the Fund and the
portfolio incurred to procure the achievement of the investment objective and the investment policy
of the Fund and the sub-fund(s), including, but not limited to, the costs of due diligence on and
monitoring of investments.
Each of LIS (as the AIFM) and BlueOrange will be responsible for the routine expenses associated with
their own functioning and operations, including but not limited to overhead, rent, salaries and
associated employee benefits.
Fees and expenses incurred in relation to the launch of a new sub-fund will exclusively be borne by and
paid out of the assets of such sub-fund.
Fees and expenses charged to the Fund which are not clearly attributable to one or several sub-fund(s)
will be borne by and paid out of the assets of all sub-fund(s) in proportion to the respective capital
commitments of the sub-fund.
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BlueOrange will not receive a performance fee, but members of our Management Team will receive
such a fee.
Sub-Fund 1 will pay a performance-based fee to BlueOrange Special Limited Partner SCSp (“Special
Limited Partner”). The net income of Sub-Fund 1, after payment of all expenses and liabilities and
making such provisions as the Fund GP considers reasonable and appropriate for reserves, will be
distributed in accordance with the waterfall distribution as follows:
a) first, the investors will receive their capital return;
b) second, the investors will receive a 6% preferred return;
c) third, 100% of distributions in excess of the preferred return will be paid to the Special Limited
Partner until the Special Limited Partner has received pursuant to this subclause (c) an amount
equal to 17.647% of the preferred return (“SLP Catch-Up”), so that the amounts received by the
Special Limited Partner as SLP Catch-Up represent 15% of the sum of the preferred return and
the SLP Catch-Up; and
d) fourth, as regards distributions in excess of the preferred return and the SLP Catch Up, (x) 85% to
the investors and (y) 15% to the Special Limited Partner (distributions to the Special Limited
Partner under subclause (c) and (d) are together referred to as the “Carried Interest”).
Upon dissolution of Sub-Fund 1, the Special Limited Partner
must return distributions to Sub-Fund 1 to
the extent that it has received cumulative distributions in respect of its Carried Interest in excess of the
aggregate Carried Interest amounts described above, calculated as of such time. In no event will the
Special Limited Partner
be required to restore to Sub-Fund 1 more than the cumulative Carried Interest
distributions received by the Special Limited Partner
from Sub-Fund 1 determined on an after-tax basis.
The payment of Carried Interest creates an incentive for us to recommend riskier or more speculative
investments for Sub-Fund 1 than would be the case in the absence of this arrangement.
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Methods of analysis and investment strategies
We perform an analysis of potential investments before making a recommendation to LIS, who make
the final investment decision for the Fund. We utilize an intensive “bottom-up” approach to our analysis
of potential investments and co-investments.
This analysis includes the following:
• a review of the potential return in relation to the potential risks associated with such return;
• an analysis of the underlying portfolio companies, their historical operating and financial
performance, and the estimated performance going forward;
• a review of fund portfolio construction and diversification;
• an analysis of the investment’s alignment with the target objectives of the Fund, especially
regarding the sustainable development goals’ achievement;
• an analysis of the impact of terms and conditions on net return; and
• an assessment of future liquidity events.
Target borrowers include project sponsors as well as small and medium sized enterprises in emerging
markets that seek external sources of financing to expand their operations and fund their growth. Target
borrowers will meet the eligibility standards of the Co-Investment Partners and will often be
prescreened and approved by these Co-Investment Partners. Depending on the characteristics of each
transaction, borrowing will be made available directly or indirectly via special purpose vehicles.
Investments may be made in US Dollar or other currencies. Sub-Fund 1 may, but shall not be obliged to,
use financial derivative instruments for hedging purposes or use credit insurance.
Risk analysis and evaluation of potential loss
Prospective investors should be aware that an investment in the Fund involves a high degree of risk and
should only be undertaken by investors who can evaluate the risks of such an investment and of bearing
those risks. The following points are some investment considerations and risks facing investors given
our, and the Fund’s, investment focus (“Investments”). Please see the PPM for more information.
• Investments involve a significant degree of risk. There can be no assurance that any targeted returns
will be achieved or that there will not be a loss of capital. Therefore, an investor should only invest
in the Fund if the investor can withstand a total loss of its investment.
• There is no established market for Investments, nor is a liquid market expected to develop. What
market there is has been evolving and is likely to continue to do so.
• The activity of identifying and completing attractive Investments is highly competitive and involves a
high degree of uncertainty.
• BlueOrange has only recently commenced operations and is subject to many of the business risks
and uncertainties associated with any new financial services business, including the risk that they
will not realize their business objectives.
• Specific individuals at BlueOrange will manage and recommend the Investments. As a result, returns
may be particularly dependent on those individuals, and the loss of any such individuals could have
a materially adverse effect on the performance of the Investments.
• Investments do not necessarily grant control of the management of the underlying companies, so
returns will depend on the performance of those persons unrelated to us or the Fund GP managing
the operations of the underlying companies.
• There can be no assurance of selling or otherwise disposing of an Investment at a time that will be
economically advantageous.
• In some cases, Investments will be long-term in nature, preventing any distribution prior to
dissolution and creating the possibility that an Investment will not be able to be advantageously
disposed of prior to the date of dissolution of the Fund.
• The tax considerations of an Investment are complex and uncertain, depending on several factors,
including the particular Investment, the jurisdiction in which Investment income may be subject to
tax, the jurisdiction where an investor is subject to tax, and the applicable laws of any relevant
jurisdictions.
• The computers, systems and other IT devices used by us and our service providers to carry out
routine business operations employ a variety of protections to prevent service interruptions and/or
confidential data leaks. Despite the various protection layers, security can be breached and the
Fund and its investors could be impacted. Cybersecurity breaches may cause business operations
to be impacted, potentially resulting in financial losses to the Fund; the inability of us and other
service providers to transact business; violations of applicable privacy and other laws; regulatory
fines, penalties, reputational damage, reimbursement or other compensation costs, or additional
compliance costs; as well as the inadvertent release of confidential information.
• Investments are dedicated to emerging markets, which includes specifics risks not always present
in developed markets. These are: adverse economic, political, social or diplomatic developments;
expropriation; confiscatory taxation; exchange controls; or other governmental restrictions. While
Investments will be made in a manner that will seek to minimize the exposure to such risks, there
can be no assurance that adverse economic political or social changes will not prevent achieving
our investment objectives. Furthermore, any fluctuation in currency rates and potential financial
markets volatility may affect the value of the Investments (in some cases, materially).
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Members of the Management Team hold dual or multiple roles. Dual or multiple roles involve conflicts
of interest. We have designated back-ups when one of these persons is required to perform a second
role that involves a conflict of interest. We also require recusal from discussions and voting or certain
decision-taking that involves a conflict of interest. In the case of the CCO, we have compliance staff
members who will step in and fill this role.
BlueOrange, the Fund GP and the individual members of the Management Team are not registered, do
not have an application pending to register as a broker-dealer or a registered representative of a broker-
dealer and are not registered and do not have an application pending to register or to become exempt
as a futures commission merchant, a commodity pool operator, a commodity trading advisor or an
associated person of one of the foregoing.
The research, advice and recommendations that we generate and give to LIS are “confidential client
information” as defined in our Code and shall not be given to or used by any person other than LIS for it
to carry out its role. Our Code (Item 11), imposes investment restrictions upon BlueOrange and the Fund
GP “Access Persons” (defined in our Code). We impose sanctions on the misuse of such information.
As provided for in the PPM, the Fund GP has established an investor advisory committee (“Advisory
Committee”). The Advisory Committee will not participate in a sub-fund’s management or operations
but may be consulted at the Fund GP’s discretion and express a recommendation on such topics as the
Fund GP may from time to time refer to the Advisory Committee. The IC may, from time to time and as
it considers appropriate, consult with external partners and experts in relevant fields when assessing an
investment or divestment proposal. Such external partners and experts shall only be involved in an
advisory capacity and shall not be entitled to consider or vote on any matters pending before the IC.
Mr Simon of Total Impact is a Registered Representative of Growth Capital Services, an SEC-registered
broker-dealer. He and his colleague will provide us with research, advice and recommendations with
respect to our investment advisory activities. These persons are Supervised Persons and Access
Persons. We require that they keep all information that they have with respect to BlueOrange separate
from any work they do with Growth Capital Services. We review all activities of our Supervised Persons
and Access Persons to ensure compliance with all relevant policies and procedures and will act in the
event of issues arising.
Members of the Management Team have or may develop relationships with representatives of
borrowers in which a sub-fund invests. These relationships include serving as a member of the board of
directors, otherwise giving advice or seeking a co-investor to also invest in such borrower. These
relationships will constitute conflicts of interest, and we reserve the right to prevent such role or impose
conditions upon it, including, but not limited to, recusal, ring-fencing information or voting, or non-
attendance at meetings.
As noted above, Mr Hertz holds roles with LIS and the Fund GP. He also holds similar roles for other
general partners of funds for which LIS serves as AIFM. In his role at LIS, he will generally not participate
in investment-making decisions for the Sub-Fund 1 or any other Blue Orange fund and will not receive
our confidential client information. Mr Hertz is subject to controls by the Fund GP and LIS with respect
to the information that he receives, if any, about Sub-Fund 1, and will recuse himself from situations
involving a conflict of interest.
One of our employees has a “connected person” (as defined in our Code) that works in the IDB Invest
Strategy Department. We require him to comply with our Code and we monitor his communications to
help prevent the misuse of confidential client information. His Connected Person is subject to the
Personal Account Dealing Policy in our Code”.
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We and the Fund GP maintain a code of ethics as required by the Advisers Act. The Code sets forth a
standard of conduct expected of all Supervised Persons (as defined in the Code). The Code:
1. establishes standards of conduct for Supervised Persons;
2. requires Supervised Persons to comply with applicable U.S. federal securities laws;
3. imposes personal account trading requirements on Access Persons (defined in the Code);
4. requires our CCO to review Code activities;
5. requires that Supervised Persons receive this Code, acknowledge receipt, understand it and comply
fully with it; and
6. requires Supervised Persons to report Code violations.
The Code requires Access Persons that have confidential client information to satisfy pre-clearance and
reporting requirements, initial and annual holdings reports and quarterly transaction reports.
Subject to compliance with our Code and controls to address conflicts of interest, we permit Access
Persons to invest in a sub-fund. Supervised Persons of BlueOrange and the Fund GP (“BlueOrange
Purchasers”) may, subject to pre-investment review and clearance, lend, invest or divest in a borrower
after a sub-fund lends, invests or redeems. All such activities are subject to compliance with our Code
including pre-clearance, observance of blackout periods and disclosure controls. A BlueOrange
Purchaser may invest in or make a loan to a company that was considered not to be suitable for a sub-
fund, subject to compliance with a blackout period, and when the borrower is not on our Restricted
List. Such transactions require pre-clearance and compliance with our Code and are monitored by the
CCO, who reserves the right not to clear a purchase or require a sale.
We will provide you with a copy of our Code upon request.
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BlueOrange will monitor sub-fund activity. However, responsibility for the overall review of loans and
investment activity rests with LIS.
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We do not pay persons to solicit clients.
Separately, the Fund GP will seek investors for a sub-fund or appoint brokers to identify prospects for
investment who will receive compensation as disclosed in a sub-fund’s offering documents.
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All sub-fund lending documents and other assets are held by Caceis. The Fund’s financial statements
will be audited by an independent public accountant and distributed to all investors no later than 120
days after its fiscal year-end.
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BlueOrange will provide non-discretionary sub-advisory services to LIS in respect of the Fund and its
sub-funds. It will not exercise discretionary authority. The Fund GP appointed LIS as AIFM, and the
Fund GP will act upon LIS’s specific investment decisions.
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BlueOrange will not vote proxies in respect of client securities. However, BlueOrange will recommend
to LIS how to vote regarding client securities. In the exercise of discretionary authority over assets, LIS
votes all proxies for securities in the best interest of the relevant sub-funds.
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