Blue Sage Services, a Delaware limited partnership and a registered investment adviser, and its affiliated
investment advisers provide investment advisory services to investment funds privately offered to
qualified investors in the United States and elsewhere. Blue Sage Services was founded in 2002.
Blue Sage Services’ clients include the following:
Blue Sage Capital II, L.P. (“Fund II”); and
Blue Sage Capital III, L.P. (“Fund III” and, together with Fund II and any future private
investment fund to which Blue Sage Services or its affiliates provide investment advisory
services, the “Funds”).
The following general partner entities are affiliated with Blue Sage Services:
Blue Sage Management, L.P.
Blue Sage Management II, L.L.C.; and
Blue Sage Management III, L.P. (each, a “General Partner” and, together with Blue Sage
Services and its affiliated entities, “Blue Sage”).
Each General Partner is subject to the Advisers Act pursuant to Blue Sage Services’
registration in accordance with SEC guidance. This Brochure also describes the business practices of the
General Partners, which operate as a single advisory business together with Blue Sage Services.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” Blue Sage’s investment advisory services to the
Funds consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing, and monitoring investments and achieving dispositions for such investments.
Although investments are made predominantly in non-public companies, investments in public companies
are permitted. From time to time, where such investments consist of portfolio companies, the senior
principals or other personnel of Blue Sage or its affiliates generally serve on such portfolio companies’
respective boards of directors or otherwise act to influence control
over management of portfolio
companies in which the Funds have invested.
Blue Sage’s advisory services to the Funds are detailed in the applicable private placement memoranda or
other offering documents (each, a “Memorandum”), limited partnership or other operating agreements or
governing documents (each, a “Partnership Agreement”) and are further described below under
“Methods of Analysis, Investment Strategies and Risk of Loss.” In performing investment advisory
services for the Funds, Blue Sage Services has been retained to provide advisory personnel and services.
The advisory services of Blue Sage Services are described herein. Investors in the Funds participate in the
overall investment program for the applicable Fund but may be excused from a particular investment due
to legal, regulatory, or other agreed-upon circumstances pursuant to the relevant Partnership Agreement.
The Funds or the General Partner may enter into side letters or other similar agreements (“Side Letters”)
with certain investors that have the effect of establishing rights (including economic or other terms)
under, or altering or supplementing the terms of, the relevant Partnership Agreement with respect to such
investors.
Blue Sage’s investment management and advisory services to the Clients are provided pursuant to the
terms of the Offering Documents. Accordingly, investment advisory services to the Funds are not tailored
to the individualized needs or objectives of any particular Fund investor. An investment in a Fund by an
investor does not, in and of itself, create an advisory relationship between the investor and Blue Sage
Services. Investors are not permitted to impose restrictions or limitations on the management of any Fund.
Blue Sage Services does not participate in a wrap fee program.
As of December 31, 2023, Blue Sage Services managed approximately $439,244,784 in Client assets on a
discretionary basis. The Firm does not manage any Client’s assets on a non-discretionary basis.