Firm Ownership
Founded in 2014, Blue Moon is an investment adviser with its principal place of business in Boston, MA.
Blue Moon’s managing member is Blue Moon Capital Partners LP (“Blue Moon Capital Partners”),
which is indirectly owned by trusts controlled by Kathryn A. Sweeney and Susan J. Barlow.
Advisory Services
Blue Moon focuses exclusively on the senior housing sector and provides advisory services to pooled
investment vehicles as well as a U.S. state pension plan. With respect to the management of such client
accounts, Blue Moon invests in development and recapitalization of new, purpose built senior housing
communities in joint venture with senior housing developers and operators.
Pooled Investment Vehicles
Blue Moon currently manages two pooled investment vehicles sponsored by Blue Moon Capital Partners,
LP as well as a sidecar pooled investment vehicle that focus on real estate and related investments in the
senior housing sector. The pooled investment vehicles are managed by a general partner affiliated with the
Firm (the “General Partner”), which has the authority to make investment decisions on behalf of the
pooled investment vehicles. The General Partner operates pursuant to Blue Moon’s registration as an
investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the “Advisers Act”) in accordance with guidance from the SEC’s staff. While
the General Partner maintains ultimate authority over the pooled investment vehicles, Blue Moon provides
investment advisory services to such pooled investment vehicles as the investment manager of such pooled
investment vehicles.
Blue Moon’s investment advisory services to the pooled investment vehicles consist of providing advice
and recommendation with respect to actual and potential portfolio investments. Blue Moon does not tailor
its advisory services to the individual needs of investors in its pooled investment vehicles; the Firm’s
investment advice and authority for the pooled investment vehicles is tailored to the investment objectives
of that pooled investment vehicle. These objectives are described in the private placement memorandum,
limited partnership agreement, investment advisory agreements, side letters and other governing documents
of the relevant pooled investment vehicle (collectively, the “Governing Documents”). The Firm does not
seek or require investor approval regarding each investment decision. Investors in such pooled investment
vehicles generally cannot impose restrictions on investing in certain investments or types of securities.
Investors in the pooled investment vehicles participate in the overall investment program for the pooled
investment vehicle and generally cannot be excused from a particular investment except pursuant to the
terms of the applicable Governing Documents.
Blue Moon and/or its affiliates has entered into side letters or similar agreements with certain investors that
have the effect of establishing rights under, or altering or supplementing, the Governing Documents. Rights
or terms in any such side letter or other
similar agreement may include, without limitation, (i) reporting
obligations of the pooled investment vehicle; (ii) consent with respect to certain transfers by such investor;
(iii) co-investment opportunities; (iv) withdrawal rights applicable to particular investments or certain
pooled investment vehicle investors in light of particular legal, regulatory or public policy characteristics
of such investor in the pooled investment vehicle; (vi) economic arrangements (including but not limited
to reduced fees and performance compensation) or (v) rights or terms necessary; and/or (vii) any other
matters. Side letters are negotiated when the relevant investor’s subscription documents are executed and,
once invested in the pooled investment vehicle, investors generally cannot impose additional investment
guidelines or restrictions on the pooled investment vehicle.
U.S. State Pension Plan
Pursuant to an advisory and asset management agreement, the Firm also provides nondiscretionary
investment advisory and asset management services to certain investment vehicles owned exclusively by a
U.S. state pension plan (collectively, the “Pension Plan Account”). The Pension Plan Account is managed
in accordance with the investment objectives or guidelines specifically discussed and reviewed with the
state pension plan client and proposed investment transactions within the Pension Plan Account generally
must be approved by the state pension plan prior to implementation as set forth in such advisory and asset
management agreement.
Item 5 and Item 8 provide additional information concerning our method(s) of analysis and investment
strategy/strategies.
Assets Under Management
As of December 31, 2023, the Firm manages in the aggregate $1,943,995,774 in assets under management,
of which $1,203,695,774 are managed on a discretionary basis and $740,300,000 are managed on a non-
discretionary basis.
Other Relationships
Scout Fund II-A, LP and Scout Fund II-C, LP (collectively, the “Scout II Funds”) are investors in Blue
Moon Senior Housing I LP (“BMSH I”), a pooled investment vehicle sponsored by Blue Moon Capital
Partners. The Scout II Funds are closed-end real estate private equity funds sponsored by Hawkeye Partners,
LP, a real estate private equity firm located in Austin, Texas. Pursuant to a master agreement with Blue
Moon, Blue Moon Capital Partners, the Scout II Funds and certain of their respective affiliates (the “Master
Agreement”), the Scout II Funds share in the economic interests of BMSH I and, unless otherwise agreed
by Blue Moon Capital Partners and the Scout II Funds, future programs until such time as a buyout of the
Scout II Funds has occurred pursuant to the terms of the Master Agreement. Upon such purchase, the Scout
II Funds will no longer have the right to share in new programs, but existing sharing continues until those
programs wind down. In addition, the Master Agreement grants certain approval rights to the Scout II
Funds relating to the business plans, budget, certain future programs and the platform operational policies
and procedures of Blue Moon Capital Partners and Blue Moon.