Borealis is a Delaware limited partnership that was formed April 4, 2017 and is owned solely by
entities principally owned and controlled by our Managing Partner, Scott Schweighauser. Any
references to the “Firm”, “us,” “we,” and “our” in this Brochure refer to Borealis. Any defined terms
used in this Brochure not otherwise defined herein, have the definition ascribed to them in the
offering documents of the applicable Fund (as defined below).
Borealis provides investment advisory services on a discretionary basis pursuant to investment
advisory agreements between us and several private pooled investment vehicles (“Funds”).
Borealis’ current advisory clients include two families of private investment funds operating
through master-feeder structures (“Fund I” and “Fund II”, respectively):
• The Fund I family of funds is comprised of the following private investment funds: (i)
Borealis Strategic Capital Partners Fund I, LP, a Delaware limited partnership (the
“Onshore Feeder Fund I”); (ii) Borealis Strategic Capital Partners Offshore Fund I, LP, a
Cayman Islands exempted limited partnership (the “Offshore Feeder Fund I,” together with
the Onshore Feeder Fund I, the “Fund I Feeder Funds”); and (iii) Borealis Strategic Capital
Partners Master Fund I, LP, a Cayman Islands exempted limited partnership (the “Fund I
Master Fund”, together with the Fund I Feeder Funds, “Fund I Main Funds”). Fund I is
closed to new investor subscriptions.
• The Fund II family of funds is comprised of the following private investment funds: (i)
Borealis Strategic Capital Partners Fund II, LP, a Delaware limited partnership (the
“Onshore Feeder Fund II”); (ii) Borealis Strategic Capital Partners Offshore Fund II, LP, a
Cayman Islands exempted limited partnership (the “Offshore Feeder Fund II,” together
with the Onshore Feeder Fund II, the “Fund II Feeder Funds”); and (iii) Borealis Strategic
Capital Partners Master Fund II, LP, a Cayman Islands exempted limited partnership (the
“Fund II Master Fund”, together with the Fund II Feeder Funds, the “Fund II Main Funds”).
Fund II is closed to new investor subscriptions.
The Fund I Main Funds and the Fund II Main Funds are referred to herein collectively as the “Main
Funds” or each individually as a “Main Fund”.
Borealis also provides investment advisory services to a co-investment master-feeder structure
comprised of the following private funds: (i) Borealis Strategic Co-Investment Fund IC, LP, a
Cayman Islands exempted limited partnership (the “Co-Investment Feeder Fund”, together with
the Fund I Feeder Funds and the Fund II Feeder Funds, the “Feeder Funds”) and (ii) Borealis
Strategic Co-Investment Fund IP, LP, a Cayman Islands exempted limited partnership (the “Co-
Investment Master Fund", together with the Fund I Main Master Fund and the Fund II Main Master
Fund, the “Master Funds”). Co-Investment Feeder Fund and Co-Investment Master Fund are
currently closed to new investor subscriptions.
Our affiliate, Borealis Strategic Capital General Partner, LLC (the “General Partner”), a Delaware
limited liability company, serves as the general partner of the Funds. References to “Investors”
generally refer to the investors in the Funds.
In the future, Borealis may provide investment advisory services through several different
investment products, including additional U.S. and non-U.S. private investment funds and
advisory agreements for individual clients (collectively with the Funds, “clients”). We provide
investment advisory services pursuant to investment advisory agreements between us and our
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clients. Clients typically invest in a portfolio of Primary Funds (as defined below) but clients or
Investors may also invest in co-investments, including additional investment capacity in a Primary
Fund or access to special investment opportunities (which may be highly concentrated) managed
by third party managers.
The Funds generally invest capital in a variety of newly-formed, early-stage,
or existing private
funds (“Primary Funds”) managed by third party investment managers that we believe have not
yet reached a “critical mass” of fee-paying assets under management or have yet to commence
operations (“Early Stage Managers”). We invest in Primary Funds in return for direct economic
participation in their growth and success. In exchange for providing committed early-stage capital,
Investors are entitled to receive the benefit of not only the investment return and shared revenue
earned by Early Stage Managers over a specific period (if any), but also generally one or more of
the following: reduced management fees, reduced performance fees/allocations, and/or reserved
investment capacity rights. These types of investments are referred to herein as “Strategic Capital
Investments.”
Primary Funds pursue various investment strategies which potentially involve trading on margin,
short sales, and/or investing in a wide range of instruments and markets on a worldwide basis,
including, but not limited to, equities and equity-related instruments, over-the-counter and
exchange traded instruments, fixed income and other debt-related instruments, currencies,
commodities, and derivative instruments, such as swaps, futures, options, and forward
agreements. Investors may invest directly in the Primary Funds in certain instances, as discussed
below. There is often limited capacity for Strategic Capital Investments. Accordingly, the potential
exists for the Funds to participate in varying degrees, if at all, in each Strategic Capital Investment.
All discussions of the Funds in this Brochure, including but not limited to their
investments, the strategies used in managing the Funds, the fees and other costs
associated with an investment in the Funds, and conflicts of interest faced by the Firm in
connection with management of the Funds, are qualified in their entirety by reference to
each Fund’s respective offering memorandum and advisory agreement.
Borealis tailors its investment advisory services to the strategies and conditions set forth in the
Funds’ offering and governing documents, rather than to the needs of any individual Investor. We
generally do not permit clients or Investors to impose limitations on the investment activities
described in the applicable offering documents or the governing documents. However, Borealis
reserves the right to tailor other contractual rights of Investors through side letter agreements at
its sole discretion. Side letter arrangements may provide terms and conditions to certain Investors
that are more advantageous than those set forth in the applicable Fund’s offering memorandum
and may include special rights to make future investments in the Funds or other investment
vehicles managed by Borealis, different transparency right, reporting rights, and/or different fee
terms.
Borealis does not participate in any wrap fee programs.
As of December 31, 2023, Borealis manages approximately $528,796,000 in regulatory assets
under management on a discretionary basis. We do not currently manage any non-discretionary
assets.
From time to time, where excess capacity in Strategic Capital Investments is available, we
generally offer such excess capacity to Investors and other third parties to invest alongside our
clients in Primary Funds on a co-investment basis. We generally provide access to such co-
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investment opportunities through a private investment fund or advisory agreement. Co-investment
opportunities will generally be offered to potential co-investors on an individual basis, and each
co-investor will generally have the opportunity to accept or reject each individual co-investment.
Participation in such opportunities may be limited to a select number of co-investors based on the
amount of excess capacity available, the co-investor’s relationship with us, certain side letter
provisions, or other factors, and are not always available to all interested parties.