WHAT WE DO... We provide outsourced SEC & CFTC Regulatory Compliance Program Design, Implementation, and Ongoing Management, Financial Controls Monitoring, Back Office Operational Support, and selective Administration services to Hedge Funds, Private Equity Firms, RIAs, RICs, CPOs, CTAs, Fund of Funds, and Family Offices across the entire spectrum of structures, strategies, and asset classes. WHO WE ARE... Headquartered in Dallas, with satellite offices in New York, Chicago, and San Francisco; Blue River is predominantly comprised of experienced partner-level Attorneys and CPAs who have joined us from their prior roles as CCOs, CFOs, COOs, and General Counsel at numerous large and complex alternative and traditional investment entities. WHY BLUE RIVER... Blue River clients are able to leverage our highly-customized and institutional-quality services to markedly reduce costs, increase operational efficiency, and further mitigate risk because they have direct access to the collective knowledge of our entire team of professionals who perform these services for numerous clients across the nation on a daily basis. BLUE RIVER PARTNERS, LLC IS NOT A LAW FIRM. BLUE RIVER PARTNERS, LLC IS NOT A CPA FIRM. Outsourced Compliance and Operational Infrastructure for Investment Management Firms 1
OUR EXPERIENCE Investment Vehicles Experience Hedge Funds (Domestic and Foreign) Master/Feeder & Mini-Master Fund Structures Fund of Funds & Fund of Separate Accounts Private Equity, Venture Capital Funds & Commodity Pools Insurance Dedicated Funds & Hybrid Vehicles Publicly & Privately Offered Closed-End Funds Open-End Mutual Funds Real Estate Investment Trusts (REITs) Collateralized Debt/Loan Obligation Issuers (CDOs, CLOs) Financial Services Companies Experience Registered Investment Advisers (SEC & State) CFTC/NFA Registered CTAs and CPOs Registered Broker-Dealers Insurance Companies State Chartered Commercial Banks Investment Strategies Experience Public & Private Equities ETFs, ETNs and Investible Indices Private Investments in Public Equity (PIPEs) Publicly Offered Master Limited Partnerships (MLPs) Corporate, High Yield and Convertible Bonds Options, Futures, Physical Commodities & Other Derivatives SWAPs Total Return, Credit Default, OTC Bank Debt and Senior Secured Loans Credit Facilities and Financing Arrangements Merger & Convertible Arbitrage Collateralized Debt/Loan (CDO/CLO) Note Obligations Energy, Real Estate and Natural Resources Outsourced Compliance and Operational Infrastructure for Investment Management Firms 2
START-UP/NEW LAUNCH SERVICES Structuring and implementing new products, including Hedge Funds (Domestic and Offshore), Private Equity Funds, Venture Capital Funds, Commodity Pools, Real Estate Funds, Registered Investment Companies, Business Development Companies, Insurance Dedicated Funds, CLOs/CDOs, and Exchange Traded Notes Drafting and filing investment advisor formation and registration SEC/State/CFTC/NFA Drafting comprehensive compliance manuals tailored to specific strategies and structures Designing and implementing quarterly compliance testing regime Collaborating with client's counsel to draft: o Fund offering materials o Fund operating agreements o Investment management agreements o Offshore fund registrations Establishing banking and brokerage accounts Establishing and negotiating swap arrangements (ISDAs) Managing name reservations and trademark registrations Filing SEC Form D and Blue Sky documents Recommending communications and marketing disclaimers Evaluating, negotiating and managing third-party service provider agreements (i.e. Law Firms, Fiduciary Service Providers, Administrators, Auditors, Prime Brokers, Custodians, Trading Counter-parties, Payroll Services, Employee Benefit Plans, etc.) Advising on corporate governance Best Practices (i.e. Composition of Board of Directors) PROJECT BASED SERVICES Drafting and filing investment advisor registrations - SEC/State/CFTC/NFA Drafting and filing required regulatory filings - Form ADV, 13F, SLT, etc. Comprehensive Form PF, CPO-PQR & CTA-PR project management and risk assessments Comprehensive compliance program build-out and/or existing program reviews o Drafting and reviewing policies and procedures manuals o Conducting Gap & Risk Assessments o Compliance related employee training Conducting operational audits financial controls assessments, expense budgeting, etc. Conducting mock examinations Assisting with advisor and fund due diligence reviews Providing regulatory examination support Managing fund dissolutions Outsourced Compliance and Operational Infrastructure for Investment Management Firms 3
ONGOING COMPLIANCES SERVICES Providing daily use of Blue River resources for legal and regulatory compliance issues and inquiries, including structuring advice Comprehensive administration of ongoing compliance procedures such as: o Employee personal trade clearing o Coordination of annual employee certifications and reports related to Code of Ethics o Pay to Play compliance and contribution clearing o Review of marketing material, performance reports, and investor letters o Distribution and monitoring of regulatory investor communications o Annual and periodic updates to adviser registration materials o Managing non-public information and restricted lists o Monitoring of portfolio position limits and ownership thresholds o Managing ongoing securities filings related to portfolio holdings o Managing ongoing adviser and fund regulatory filings o Monitoring restricted periods and coordinating disposition of restricted physical securities o Maintaining proxy records o Managing best execution reviews o Managing "Soft Dollar" budgeting and administration o Maintaining crucial information logs relating to policy breaches, investor complaints and regulatory inquires o Maintaining disaster recovery and business continuity planning and testing o Managing employee email surveillance o Maintaining requested record keeping Conducting quarterly forensic testing of the entire compliance program Quarterly compliance program updates for regulatory and firm structural changes Performing required annual written compliance reviews Providing ongoing employee compliance training Reviewing and negotiating solicitation arrangements Reviewing subscription documents Maintaining ongoing "Blue Sky" filings Assisting with lead advisor s responses to regulatory inquiries and examinations Assisting with investor due diligence inquiries Outsourced Compliance and Operational Infrastructure for Investment Management Firms 4
ONGOING OPERATIONAL OVERSIGHT & FINANCIAL CONTROL SERVICES Providing daily use of Blue River resources for operational issues and inquiries Reviewing (Hedge Fund) or preparing (Private Equity) monthly financial packages to ensure accurate NAV, performance and investor capital statements Managing annual audits Drafting and/or reviewing financial statements Distributing required reporting to counter-party credit departments Reviewing and filing management company tax returns Monitoring cash management and controls Calculating fees and managing billings Reconciling cash positions and P&L Establishing and maintaining trading, custody and financing relationships Managing third party valuation firms for "Hard-to-Value" securities Assisting with lead advisor responses to due diligence requests related to operations Attending meetings with potential investors Responding to investor inquiries and requests Facilitating investor introductions when appropriate Outsourced Compliance and Operational Infrastructure for Investment Management Firms 5
CONTACTS CHIEF EXECUTIVE OFFICER Mark Fordyce, CPA 214.736.7172 fordyce@blueriverpartnersllc.com GENERAL COUNSEL Michael Minces, JD minces@blueriverpartnersllc.com OUR OFFICES DALLAS-HEADQUARTERS 1909 Woodall Rodgers Suite 560 Dallas, TX 75201 Main Phone: CHICAGO 1 South Dearborn Center Suite 2100 Chicago, IL 60603 Main Phone: 312.448.6245 NEW YORK 250 Park Avenue 7th Floor New York, NY 10177 Main Phone: 212.796.6183 SAN FRANSICSO 425 Market Street Suite 2200 San Francisco, CA 94105 Main Phone: 415.906.6060 FORT WORTH 1300 Summit Avenue Suite 418 Fort Worth, TX 76102 Main Phone: 214.716.4379 Outsourced Compliance and Operational Infrastructure for Investment Management Firms 6