A. Describe your advisory firm, including how long you have been in business. Identify your
principal owner(s).
BlueMountain Fuji, a Delaware series limited liability company, is an investment adviser registered with
the SEC. The firm has been in business since 2015, when it was founded to serve as the investment adviser
and collateral manager to collateralized loan obligations (such obligations that are managed by
BlueMountain Fuji, “CLOs”).
BlueMountain Fuji has $2,925,601,000
1 in regulatory assets under management.
2 BlueMountain Fuji
provides investment management, collateral administration and supervisory services to the CLOs on a
discretionary basis. BlueMountain Fuji has engaged Sound Point Luna, LLC (f/k/a Assured Investment
Management, LLC) (“SPL”) to provide non-discretionary investment advice with respect to the CLOs (each
an “Advisory Client” and collectively the “Advisory Clients”), as well as certain operational, administrative
and compliance related services and personnel to BlueMountain Fuji, including, without limitation,
personnel that act as BlueMountain Fuji’s portfolio managers and Chief Compliance Officer.
On May 20, 2021, certain funds affiliated with Blackstone Alternative Solutions L.L.C. (the “Blackstone
Purchasers”) purchased 100% of the issued and outstanding limited liability company interests of
BlueMountain Fuji (the “Fuji Acquisition”). Following the Fuji Acquisition, BlueMountain Fuji is 100%
owned by the Blackstone Purchasers. Concurrently with its acquisition by the Blackstone Purchasers,
BlueMountain Fuji entered into (a) a Sub-Advisory Agreement and (b) a Personnel and Services Agreement
with SPL such that SPL provides non-discretionary investment advisory and administrative services to
BlueMountain Fuji for a fee, similar to the arrangement BlueMountain Fuji had with SPL prior to such
acquisition. The Blackstone Purchasers have the right to appoint two of the three members of BlueMountain
Fuji’s Board of Managers (the “Board”) and pursuant to the Sub-Advisory Agreement by and between SPL
and BlueMountain Fuji, SPL has the right to appoint the third member. This arrangement between
BlueMountain Fuji and SPL can only be terminated in very limited circumstances, including for cause.
The Blackstone Purchasers are not involved in the day-to-day management of BlueMountain Fuji’s CLO
portfolio, and measures to address information flows and potential conflicts have been implemented as
between the Blackstone Purchasers, on one side, and BlueMountain Fuji and SPL, on the other side.
On July 1, 2023, Assured Guaranty Ltd. (“AGL”), the parent company and owner of 100% of the equity
interests in SPL, contributed substantially all of its asset management business (other than Assured
Healthcare Partners LLC) to Sound Point Capital Management, LP (“Sound Point”) in exchange for a thirty
percent (30%) equity interest in Sound Point and its combined business (the “Transaction”). The
Transaction resulted in a change in control of SPL and an assignment for purposes of the Sub-Advisory
Agreement referenced above. In connection with the Transaction, certain portfolio managers and officers,
including the Chief Compliance Officer of BlueMountain Fuji, also changed under the Personnel and
Services Agreement, and SPL appointed a replacement member to the Board of Managers of BlueMountain
Fuji. The assignment and personnel changes were approved by the Board on June 30, 2023. The
Transaction did not alter BlueMountain Fuji’s continued operation on a standalone basis and SPL continues
1 Based on December 31, 2023 data.
2 Assets under management include, with respect to each CLO, the aggregate value of collateral held by the CLO as well as
available cash.
to provide the same sub-advisory services under the Sub-Advisory Agreement that it has provided
historically to BlueMountain Fuji with respect to the management of BlueMountain Fuji’s CLO portfolio.
B. Describe the types of advisory
services you offer. If you hold yourself out as specializing in a
particular type of advisory service, such as financial planning, quantitative analysis, or market
timing, explain the nature of that service in greater detail. If you provide investment advice only with
respect to limited types of investments, explain the type of investment advice you offer, and disclose
that your advice is limited to those types of investments.
BlueMountain Fuji’s advisory business is focused on the management of CLOs, including the collateral
obligations and related investments comprising such CLOs, which predominantly consist of below
investment grade leveraged loans. BlueMountain Fuji provides investment advisory services to CLOs under
the terms of an investment management agreement, collateral management agreement and/or an indenture.
Each such agreement may impose significant limitations on the types of securities and other investments
which may be acquired by the relevant CLO.
The CLOs are neither registered under the Securities Act of 1933, as amended, nor registered under the
Investment Company Act of 1940, as amended. Accordingly, interests in the CLOs are offered exclusively
to investors satisfying the applicable eligibility and suitability requirements either in private placement
transactions within the United States or in offshore transactions. No offer to sell interests in these CLOs is
made by the descriptions in this Brochure. Please see Item 7 of this Brochure for more information with
respect to BlueMountain Fuji’s clients.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual needs of
clients. Explain whether clients may impose restrictions on investing in certain securities or types of
securities.
The advisory services provided by BlueMountain Fuji to its CLOs are tailored to the investment objectives,
investment strategy and investment restrictions, if any, as set forth in the indentures or other governing
documents of CLOs and/or the investment management agreement or collateral management agreement
entered into by BlueMountain Fuji with such CLOs.
Each CLO from time to time may enter into agreements (“Side Letters”) with one or more of its investors
whereby in consideration for agreeing to invest certain amounts in a CLO and/or other consideration
deemed sufficiently material, such investors may be granted favorable rights not afforded other investors
in such CLO. Such rights may include one or more of the following: rights to receive additional
representations and/or covenants by the CLO and/or BlueMountain Fuji; rights to receive certain
information not typically provided to other investors that BlueMountain Fuji believes are not prejudicial to
other investors; rights to receive reduced rates of fees earned by BlueMountain Fuji, directly or indirectly
through a rebate or reimbursement arrangement; and such other rights as are negotiated between such CLO
and BlueMountain Fuji without the consent of other investors in such CLO; additionally, such agreements
usually need not be disclosed to other investors in such CLO.
D. If you participate in wrap fee programs by providing portfolio management services, (1) describe
the differences, if any, between how you manage wrap fee accounts and how you manage other
accounts, and (2) explain that you receive a portion of the wrap fee for your services.
BlueMountain Fuji does not participate in “wrap fee arrangements,” whereby clients select BlueMountain
Fuji to manage funds through an investment program presented to the clients by a third-party program
sponsor.
E. If you manage client assets, disclose the amount of client assets you manage on a discretionary basis
and the amount of client assets you manage on a non-discretionary basis. Disclose the date “as of”
which you calculated the amounts.
BlueMountain Fuji has $2,925,601,000 in regulatory assets under management (based on December 31,
2023 data). All assets under management are managed by BlueMountain Fuji on a discretionary basis.