ADVISORY BUSINESS
A. General Description of Advisory Firm
Watermark Group, Inc. (“Watermark”) is a Delaware corporation that, together with its predecessors,
has provided investment and trading advisory services since 1988. Watermark is managed by its board
of directors (the “Watermark Board of Directors”). Andrew Okun, Dougin Walker, William Nicolls,
John Niforatos and David Rowntree (the “Principals”) have been elected as directors of the Watermark
Board of Directors.
B. Description of Advisory Services
Currently, Watermark provides investment and trading advisory services to Parsec Trading Corp. (the
“Master Fund”) and its Feeder Funds (as hereinafter defined). All investment advisory services
provided by Watermark are provided on a discretionary basis.
i. The Master Fund
The Master Fund is a British Virgin Islands (“BVI”) company and was organized on July 25, 1990
and commenced operations on August 23, 1990. The Master Fund is exempted from registration under
the Investment Company Act of 1940, as amended (the “Investment Company Act”) in reliance on
Section 3(c)(7) thereof.
The board of directors of the Master Fund has appointed Watermark, pursuant to an investment
management agreement, dated as of January 1, 2024, to perform various investment management
services, as well as administrative, back-office, trade execution and operational services for the Master
Fund, consistent with the investment objective, approach and restrictions described in the investment
management agreement.
ii. The Feeder Funds
The Master Fund has two feeder funds: Parsec Institutional Fund, Ltd. and Parsec Onshore Partners,
L.P. (collectively, the “Feeder Funds”).
Parsec Institutional Fund (“PIF”)
PIF is a BVI company. It was organized on March 11, 2016 and commenced operations on April 30,
2016. PIF invests all of its assets (other than amounts held pending investment or distribution) in the
Master Fund and is exempted from registration under the Investment Company Act in reliance on
Section 3(c)(7) thereof. Shares of PIF are offered on a private placement basis to persons who are not
“U.S. persons,” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities
Act”), and to U.S. tax-exempt investors that are (i) “accredited investors,” as defined in Regulation D
under the Securities Act, (ii) “qualified purchasers,” as defined under the Investment Company Act,
and (iii) “qualified eligible persons,” as defined under CFTC Rule 4.7.
PIF offers two classes of shares. Class I shares and class II shares are denominated in U.S. dollars and
Japanese yen. The U.S. dollar denominated class I and class II shares are offered with voting rights
and the Japanese yen denominated class I shares and class II shares are offered with and without voting
rights. The class I shares and class II shares differ in their subscription and redemption terms. The
minimum investment amount for each of class I shares and class II shares is $5,000,000 (or the
Japanese yen equivalent thereof). The board of directors of PIF, in its sole discretion, may accept
subscriptions of lesser amounts
or establish different minimums. An investment in PIF is also subject
to certain other conditions, which are set forth in PIF’s confidential private placement memorandum,
dated January 2024.
The board of directors of PIF has appointed Watermark, pursuant to an investment management
agreement, dated as of January 1, 2024, to perform various investment management services, as well
as administrative, back-office and operational services for PIF.
Parsec Onshore Partners, L.P. (“POP”)
POP is a Delaware limited partnership. It was organized on September 18, 2017 and commenced
operations on January 1, 2018. POP invests all of its assets (other than amounts held pending
investment or distribution) in the Master Fund and is exempted from registration under the Investment
Company Act in reliance on Section 3(c)(7) thereof. Limited partnership interests in POP are offered
on a private placement basis to taxable U.S. investors and certain tax-exempt U.S. investors that are
(i) “accredited investors,” as defined in Regulation D under the Securities Act, (ii) “qualified
purchasers,” as defined under the Investment Company Act, and (iii) “qualified eligible persons,” as
defined under CFTC Rule 4.7.
POP offers three classes of limited partnership interests. All classes of interests are denominated in
U.S. dollars. Class I interests and class II interests are offered with voting rights and differ only in
their subscription and withdrawal terms. The minimum investment amount for each of class I interests
and class II interests is $5,000,000. Watermark’s shareholders (subject to certain limitations and
conditions) have reinvested and will reinvest a portion of the incentive fee, if any, earned by
Watermark in POP’s Class M interests. The Class M interests are non-voting, are not charged any
fees, and withdrawals and subscriptions occur on a fixed schedule. Watermark, in its capacity as the
general partner of POP, and in consultation with the Master Fund’s board of directors, may accept
subscriptions of lesser amounts or establish different minimums. An investment in POP is also subject
to certain other conditions, which are set forth in POP’s confidential private placement memorandum,
dated January 2024.
Watermark is the general partner of POP. In accordance with the terms of an investment management
agreement, dated as of January 1, 2024, Watermark has been appointed as POP’s investment adviser
to perform various investment management services, as well as administrative, back-office and
operational services for POP.
C. Customized Client Services
Watermark customizes its advisory services to the needs of its clients. Watermark currently offers
customized services to the Master Fund and the Feeder Funds, which are prescribed by the guidelines
and restrictions set forth in their respective investment management agreements.
D. Wrap Fee Programs
Watermark does not participate in wrap fee programs.
E. Assets Under Management
As of January 31, 2024, the regulatory assets under Watermark’s management on a discretionary basis
were $ 2,801,011,735. Watermark does not manage any assets on a non-discretionary basis.