A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
Firm Description
Founded in February 2013 and based in Chicago, BlueSpruce Investments, LP, a Delaware limited
partnership, and together with its fund general partners (unless otherwise specified) (“BlueSpruce” or
the “Investment Manager” or the “Firm”), is a hedge fund manager that employs a strategy designed
to promote a patient and intellectually consistent approach to investing. The Firm focuses primarily
on the following five industry sectors, in addition to opportunistic investing: business services;
consumer; financial technology and asset management; healthcare; and technology, media and
telecom.
Investment Advisory Services
BlueSpruce serves as the Investment Manager for and provides discretionary investment advisory
services to the following private pooled investment funds: (i) BlueSpruce Fund LP, a Delaware limited
partnership (the “BlueSpruce Onshore Fund”); (ii) BlueSpruce Fund Ltd., a Cayman Islands exempted
company (the “BlueSpruce Offshore Fund”); (iii) BlueSpruce Opportunity Fund A LP, a Delaware
limited partnership (the “BlueSpruce Opportunity Fund” and, collectively with the BlueSpruce
Onshore Fund and the BlueSpruce Offshore Fund, the “BlueSpruce Feeder Funds”); (iv) BlueSpruce
Master Fund LP, a Cayman Islands exempted limited partnership (the “BlueSpruce Master Fund” and
collectively with the BlueSpruce Feeder Funds, the “BlueSpruce Funds”); (v) WhiteSpruce Fund LP,
a Delaware limited partnership (the “WhiteSpruce Onshore Fund”); (vi) WhiteSpruce Fund Ltd., a
Cayman Islands exempted company (the “WhiteSpruce Offshore Fund” and, collectively with the
WhiteSpruce Onshore Fund, the “WhiteSpruce Feeder Funds”); (vii) WhiteSpruce Master Fund LP,
a Cayman Islands exempted limited partnership (the “WhiteSpruce Master Fund” and collectively with
the WhiteSpruce Feeder Funds, the “WhiteSpruce Funds”).
All of the funds referenced above are collectively referred to herein as the “Funds” and each as a
“Fund,” unless the context otherwise requires; the BlueSpruce Master Fund and WhiteSpruce Master
Fund are collectively referred to herein as the “Master Funds” and each a “Master Fund”; and the
BlueSpruce Feeder Funds and the WhiteSpruce Feeder Fund are collectively referred to herein as the
“Feeder Funds” and each a “Feeder Fund.” Each of the Feeder Funds invest in the Master Fund; the
Feeder Funds differ from the Master Funds in terms of eligible investors, tax structure, applicable
management fees, redemption features or other terms. The Master Funds were created for the
purpose of facilitating the joint implementation of the investment strategies of each Fund and any
other Feeder Fund, while at the same time enabling each Feeder Fund to offer terms suitable to the
particular needs of various types of investors.
Principal Owners/Ownership Structure
The sole general partner of the BlueSpruce Funds is BlueSpruce Fund GP LLC, a Delaware limited
liability company (the “BlueSpruce General Partner”). The sole general partner of the WhiteSpruce
Funds is WhiteSpruce Fund GP LLC, a Delaware limited liability company (the “WhiteSpruce General
Partner” and together with the BlueSpruce General Partner, “the General Partners” and each, a
“General Partner”). The General Partners are deemed registered with the SEC pursuant to
BlueSpruce’s registration in accordance with SEC guidance and are subject to BlueSpruce’s
compliance program. The General Partners are controlled by Timothy Hurd (the “Principal”).
BlueSpruce is majority owned and controlled by the Principal, both directly and through his ownership
of the Firm’s general partner BlueSpruce GP, LLC. For more information about BlueSpruce’s owner
and executive officers, see BlueSpruce’s Form ADV Part 1, Schedules A and B.
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.
BlueSpruce provides investment advisory services as a hedge fund manager to its Funds. The Funds
invest in public securities in the following five industry sectors, in addition to
opportunistic investing:
business services; consumer; financial technology and asset management; healthcare; and technology,
media and telecom. Pursuant to its investment management agreement with the Funds (the “IMA”),
BlueSpruce is responsible for each Fund’s day-to-day management and has ultimate authority over all
investment decisions, asset acquisitions and dispositions, distributions and Fund affairs generally.
The Funds seek to deliver high risk-adjusted absolute returns by leveraging BlueSpruce founders’
private equity background. Specifically, the BlueSpruce Funds, through the BlueSpruce Master Fund,
aim to combine seasoned business judgment, a fundamental value-oriented research approach,
rigorous due diligence and a long-term investment horizon, married with patient capital in the form
of a three-year lock-up. The BlueSpruce Funds maintain a concentrated portfolio, targeted to hold
publicly listed U.S. domestic equities and cash. The BlueSpruce Funds also utilize various hedging
strategies for risk management purposes. The BlueSpruce Funds offer one class of limited partnership
interests.
The WhiteSpruce Funds, through the WhiteSpruce Master Fund, aim to combine seasoned business
judgment, a fundamental value-oriented research approach and rigorous due diligence to select a
combination of selected U.S. equities and securities benchmarked to the S&P 500 Index. The target
net equity exposure for the WhiteSpruce Fund is 100%. The WhiteSpruce Funds currently offer two
classes of limited partnership interests, Classes A and D (Class B interests are no longer being offered).
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 BlueSpruce to the Funds are tailored to the investment objectives,
investment strategy and investment restrictions, if any, as set forth in the governing documents of the
Funds and/or the IMA. BlueSpruce provides discretionary investment advice directly to the Funds
and not to investors in the Funds individually. BlueSpruce does not require, nor does it seek, approval
from the Funds or the investors in the Funds with respect to its trading, nor does it accept investment
restrictions imposed by such investors.
While BlueSpruce does not tailor its advisory services to the individual needs of investors in the Funds,
in order to comply with certain legal and regulatory requirements there will potentially be instances
when an investor will not participate in an investment by a Fund (such as with respect to “new issues”)
and appropriate measures will be taken by the respective Fund to comply with such laws and
regulations. In accordance with industry common practice, the Funds have entered into side letters
or similar agreements with certain investors (generally including those who make substantial
commitments of capital to a Fund) that have the effect of establishing rights under, or altering or
supplementing, a Fund’s governing documents. Examples of side letters entered into include
notification and disclosure rights, redemption provisions, most favored investor provisions and
transfer rights, among others. Side letters are not always made available to all investors nor in some
cases are they required to be disclosed to all investors, consistent with general market practice. Side
letter provisions are typically negotiated prior to investment and once invested in a Fund, investors
generally cannot impose additional investment guidelines or restrictions on such Fund. There can be
no assurance that the side letter rights granted to one or more investors will not in certain cases
disadvantage other investors.
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.
BlueSpruce does not participate in wrap fee programs.
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.
As of December 31, 2023, BlueSpruce manages regulatory assets under management of
$5,928,256,000, all on a discretionary basis.