Overview
- Headquarters
- Palo Alto, CA
- Total Firm Assets
- $334 million
- Average High-Net-Worth Client Portfolio Size
- $0.7 million
Fee Structure
Primary Fee Schedule (FORM ADV PART 2A DISCLOSURE BROCHURE)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $5,000,000 | 1.00% |
| $5,000,001 | $25,000,000 | 0.50% |
| $25,000,001 | and above | 0.35% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $10,000 | 1.00% |
| $5 million | $50,000 | 1.00% |
| $10 million | $75,000 | 0.75% |
| $50 million | $237,500 | 0.48% |
| $100 million | $412,500 | 0.41% |
Clients
- High-Net-Worth Share of Firm Assets
- 93.42%
- Number of High-Net-Worth Clients
- 448
- Total Client Accounts
- 452
- Discretionary Accounts
- 425
- Non-Discretionary Accounts
- 27
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Portfolio Management for Pooled Investment Vehicles, Portfolio Management for Institutional Clients, Investment Advisor Selection, Educational Seminars
Regulatory Filings
- SEC CRD Number
- 168062
Primary Brochure: FORM ADV PART 2A DISCLOSURE BROCHURE (2026-06-24)
View Document Text
Item 1: Cover Page
Part 2A of Form ADV: Firm Brochure
March 27, 2026
OceanIQ Capital, LLC
1881 Page Mill Rd., Suite 236
Palo Alto, CA 94304
www.oceaniqcapital.com
This brochure provides information about the qualifications and business practices of OceanIQ
Capital, LLC. (CRD # 168062). If clients have any questions about the contents of this brochure, please
contact Gary Swiman at (415) 432-7580 or gary@oceaniqcapital.com. The information in this
brochure has not been approved or verified by the United States Securities and Exchange
Commission or by any State Securities Authority. Additional information about our firm is also
available on the SEC’s website at www.adviserinfo.sec.gov.
Please note that the use of the term “registered investment adviser” and description of our firm
and/or our associates as “registered” does not imply a certain level of skill or training. Clients are
encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise
clients for more information on the qualifications of our firm and our employees.
Item 2: Material Changes
OceanIQ Capital, LLC is required to make clients aware of information that has changed since the last
annual update to the Firm Brochure (“Brochure”) and that may be important to them. Clients can
then determine whether to review the brochure in its entirety or to contact us with questions about
the changes.
Please see the following material changes to report since our last filing:
- The Adviser has updated Item 4 (Advisory Business) of its Form ADV Part 2A brochure to
include OceanIQ Partners Fund III within its Venture Capital Management services.
- OceanIQ Capital has updated its Form ADV Part 2A brochure to remove certain disclosures
previously included under Item 10 (Other Financial Industry Activities and Affiliations).
Specifically, the firm has removed references to its affiliations with Forest VC, LLC and
Wisdomont Asset Management, LLC, which were previously disclosed as related persons due
to their roles as sponsors or managers of pooled investment vehicles.
- The Adviser updated the email and business address on the Firm’s cover page.
This update reflects that these entities are no longer considered related persons of the firm,
or that the affiliation is no longer material and required to be disclosed. No other changes
have been made to Item 10 as a result of this update.
We recommend that all new and existing clients read this new brochure in its entirety. Clients and
Investors may receive a complete copy of our brochure by contacting our firm at (415) 432-7580 or
gary@oceaniqcapital.com.
ADV Part 2A – Firm Brochure
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OceanIQ Capital, LLC
Item 3: Table of Contents
Item 1: Cover Page .................................................................................................................................... 1
Item 2: Material Changes ......................................................................................................................... 2
Item 3: Table of Contents ......................................................................................................................... 3
Item 4: Advisory Business ....................................................................................................................... 4
Item 5: Fees & Compensation ................................................................................................................. 8
Item 6: Performance‐Based Fees & Side‐By‐Side Management ..................................................... 10
Item 7: Types of Clients & Account Requirements ........................................................................... 11
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss .............................................. 12
Item 9: Disciplinary Information ......................................................................................................... 15
Item 10: Other Financial Industry Activities & Affiliations ............................................................ 16
Item 11: Code of Ethics, Participation, or Interest in ....................................................................... 16
Item 12: Brokerage Practices ............................................................................................................... 17
Item 13: Review of Accounts or Financial Plans ............................................................................... 20
Item 14: Client Referrals & Other Compensation ............................................................................. 20
Item 15: Custody ...................................................................................................................................... 21
Item 16: Investment Discretion............................................................................................................ 22
Item 17: Voting Client Securities .......................................................................................................... 23
Item 18: Financial Information ............................................................................................................ 23
ADV Part 2A – Firm Brochure
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OceanIQ Capital, LLC
Item 4: Advisory Business
Our firm is dedicated to providing individuals and other types of clients with a wide array of
investment advisory services. Our firm is a limited liability company formed under the laws of the
State of Delaware in 2013. Our firm is wholly owned by OceanIQ Group LLC, which is majority owned
by Kai Chen.
Our firm provides investment consulting services for many different types of clients to help meet
their financial goals while remaining sensitive to risk tolerance and time horizons. As a fiduciary it is
our duty to always act in the client’s best interest. This is accomplished in part by knowing the client.
Our firm has established a service-oriented advisory practice with open lines of communication.
Working with clients to understand their investment objectives while educating them about our
process, facilitates the kind of working relationship we value.
Types of Advisory Services Offered
Family Office Services
Investment Consulting
Due diligence of investment managers
Asset Allocation
Retirement Planning
Estate Planning
Business Planning
Education Planning
Banking relationships support
Life management and budgeting
Training and education (including family members)
Legal/Tax advisory coordination
Real Estate Consulting
Concierge Services
Private Placement Consulting
Our Family Office Services are generally rendered in conjunction with asset management services (as
described further below under Comprehensive Portfolio Management). In performing these services,
OceanIQ Capital is not required to verify any information received from the client or from the client’s
other professionals (e.g., attorneys, accountants, etc.) and is expressly authorized to rely on such
information through our advisory service agreement. In performing this service, OceanIQ will be
authorized by the client to obtain information and discuss such information with other professionals
engaged by the client.
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OceanIQ Capital, LLC
Fees for Family Office Services that include asset management services will be in addition to the
Comprehensive Portfolio Management fee schedule as described below in Item 5. Clients are advised
that it remains their responsibility to promptly notify OceanIQ Capital of any change in their financial
situation or investment objectives for the purpose of reviewing, evaluating, or revising the firm’s
previous recommendations and/or services.
Comprehensive Portfolio Management:
As part of our Comprehensive Portfolio Management service clients will be provided asset
management and financial planning or consulting services. This service is designed to assist clients
in meeting their financial goals through the use of a financial plan or consultation. Our firm conducts
client meetings to understand their current financial situation, existing resources, financial goals, and
tolerance for risk. Based on what is learned, an investment approach is presented to the client,
consisting of individual stocks, bonds, ETFs, options, mutual funds and other public and private
securities or investments. Once the appropriate portfolio has been determined, portfolios are
continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual
needs, stated goals and objectives. Upon client request, our firm provides a summary of observations
and recommendations for the planning or consulting aspects of this service.
Our firm also provides retirement plan consulting services to employer plan sponsors on an ongoing
basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing,
monitoring, and reviewing their company's participant-directed retirement plan. As the needs of the
plan sponsor dictate, areas of advising could include: investment options, plan structure, and
participant education.
Retirement Plan Consulting services typically include:
Establishing an Investment Policy Statement – Our firm will assist in the development a
statement that summarizes the investment goals and objectives along with the broad
strategies to be employed to meet the objectives.
Investment Options – Our firm will work with the Plan Sponsor to evaluate existing
investment options and make recommendations for appropriate changes.
Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation
models to aid Participants in developing strategies to meet their investment objectives, time
horizon, financial situation, and tolerance for risk.
Investment Monitoring – Our firm will monitor the performance of the investments and
notify the client in the event of over/underperformance and in times of market volatility.
In providing services for retirement plan consulting, our firm does not provide any advisory services
with respect to the following types of assets: employer securities, real estate (excluding real estate
funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other
illiquid investments, or brokerage window programs (collectively, “Excluded Assets”).
All retirement plan consulting services shall be in compliance with the applicable state laws
regulating retirement consulting services. This applies to client accounts that are retirement or other
employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accept appointments to
provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning
of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with
respect to the provision of services described therein.
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OceanIQ Capital, LLC
Financial Planning & Consulting:
Our firm provides a variety of standalone financial planning and consulting services to clients for the
management of financial resources based upon an analysis of current situation, goals, and objectives.
Financial planning services will typically involve preparing a financial plan or rendering a financial
consultation for clients based on the client’s financial goals and objectives. This planning or
consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable
Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study,
Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of
Credit Evaluation, or Business and Personal Financial Planning.
Written financial plans or financial consultations rendered to clients usually include general
recommendations for a course of activity or specific actions to be taken by the clients.
Implementation of the recommendations will be at the discretion of the client. Our firm provides
clients with a summary of their financial situation, and observations for financial planning
engagements. Financial consultations are not typically accompanied by a written summary of
observations and recommendations, as the process is less formal than the planning service. Assuming
that all the information and documents requested from the client are provided promptly, plans or
consultations are typically completed within six (6) months of the client signing a contract with our
firm. CCR Section 260.235.2 requires that we disclose to our financial planning clients that a conflict
of interest exists between us and our clients. The client is under no obligation to act upon the
investment adviser’s recommendation. If the client elects to act on our recommendations, the client
is under no obligation to effect the transaction through us.
Referrals to Third Party Money Managers:
Our firm utilizes the services of a third party money manager for the management of client accounts.
Investment advice and trading of securities will only be offered by or through the chosen third party
money manager. Our firm will not offer advice on any specific securities or other investments in
connection with this service. Prior to referring clients, our firm will provide initial due diligence on third
party money managers and ongoing reviews of their management of client accounts. In order to assist
in the selection of a third party money manager, our firm will gather client information pertaining to
financial situation, investment objectives, and reasonable restrictions to be imposed upon the
management of the account.
Our firm will periodically review third party money manager reports provided to the client at least
annually. Our firm will contact clients from time to time in order to review their financial situation
and objectives; communicate information to third party money managers as warranted; and, assist
the client in understanding and evaluating the services provided by the third party money manager.
Clients will be expected to notify our firm of any changes in their financial situation, investment
objectives, or account restrictions that could affect their financial standing.
Venture Capital Fund Management
OceanIQ Partners, LLC (OceanIQ Partners), a Delaware series limited liability company under
common control with OceanIQ Capital, LLC and a relying adviser of OceanIQ Capital, LLC, is the
Managing Member of OceanIQ Partners Fund II, LLC, and OceanIQ Partners Fund III (and its classes
therein) venture capital funds (the “Funds”).
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OceanIQ Capital, LLC
OceanIQ Partners manages the venture capital funds in accordance with the investment objective
and investment strategy described in the offering documents of the venture capital funds, which
includes a confidential private placement memorandum, subscription agreement, subscription
questionnaire, etc.
Clients of the Funds will be offered to clients of OceanIQ Capital, LLC, however, they are under no
obligation to invest. For more information, please refer to the respective Fund’s Offering
Memorandum.
Private Funds and Special Purpose Vehicles
Our firm may also recommend that clients invest in unaffiliated or affiliated private investment
vehicles and/or special purpose vehicles whose interests are not publicly offered under the
Securities Act of 1933 (“Private Funds”). Such Private Funds may be structured as access vehicles or
special purpose vehicles for investment into a wide range of portfolio companies, including both
private and public companies, start-up or emerging companies, and U.S. or non-U.S. companies.
OceanIQ Capital will, from time to time and as appropriate, solicit clients to invest in such vehicles,
and will decide which clients to approach for some or all of these investments, in its own discretion.
All relevant information pertaining to Private Fund recommendations, including the compensation
received by OceanIQ Capital (if any) or an affiliate or related person (as applicable) resulting from a
client’s investment in a Private Fund, other fees and expenses paid by the respective Private Fund,
withdrawal rights, minimum investments, qualification requirements, suitability, risk factors and
potential conflicts of interest is set forth in the respective Private Fund’s disclosure documents,
governing documents and other offering materials pertaining to such interest (the “Offering
Materials”). Each investor is required to receive, review and execute (as applicable) the Offering
Materials prior to being accepted as an investor in any such Private Fund.
It is important to note that any OceanIQ Capital advisory fee charged to clients for investing in a
Private Fund may be in addition to the fees charged by the Private Funds to investors. This is a conflict
of interest with the multiple fees charged because certain owners of OceanIQ Capital are owners and
general partners of the Private Funds and will receive multiple forms of compensation. It should also
be noted that certain members of OceanIQ Capital may directly participate in any of the investment
opportunities described for which a Private Fund is established and/or may participate through the
Private Fund itself for the purposes of investing. This right to participate and any corresponding
economic interest therefrom will likely mean that certain members of OceanIQ will derive a direct or
indirect benefit from their direct participation and may also receive management fees, carried
interest and other fees that a Private Fund charges to investors and clients for their participation in
the respective investment opportunity. As such, a conflict of interest arises between the presentation
of a private market investment opportunity to clients and prospective clients, and those members of
OceanIQ Capital who will have an interest in the alternative investment opportunity and who,
through a Private Fund, may also be charging clients and investors a variety of fees for investment in
the respective investment opportunity. Therefore, it should be understood that members of OceanIQ
Capital may be highly incentivized to recommend an alternative investment opportunity to clients.
Clients are strongly advised and encouraged to discuss this conflict of interest with their advisors
and to assess the risks, merits, charges, suitability, and appropriateness of the opportunity prior to
making any investment decision.
Corporate Cash Management Services
ADV Part 2A – Firm Brochure
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OceanIQ Capital, LLC
Our firm offers cash management services to corporations. We consider a Corporate Cash
Management Services client’s liquidity needs and invest in high-quality, U.S. Treasury-, or
Government-issued fixed income securities.
Insurance Premium Payment Management & Advisory Services
Blue Ocean Advisors, LLC (“Blue Ocean”), a Delaware limited liability company under common
control with OceanIQ Capital, LLC and a relying adviser of OceanIQ Capital, LLC, offers insurance
premium payment management and advisory services to certain UHNW and HNW international and
domestic clients.
Tailoring of Advisory Services
Our firm offers individualized investment advice to our Comprehensive Portfolio Management
clients. General investment advice will be offered to our Financial Planning & Consulting, and
Referrals to Third Party Money Management clients.
Each Comprehensive Portfolio Management client has the opportunity to place reasonable restrictions
on the types of investments to be held in the portfolio. Restrictions on investments in certain securities
or types of securities may not be possible due to the level of difficulty this would entail in managing
the account.
Participation in Wrap Fee Programs
Our firm does not participate in or offer any wrap fee programs at this time.
Regulatory Assets Under Management
As of December 31, 2025, we managed $299,042,430 on a discretionary basis and $35,128,530 on a
non-discretionary basis.
Item 5: Fees & Compensation
Compensation for Our Advisory Services
Family Office Services
Family office services are project based and range up to $10,000 annually.
Comprehensive Portfolio Management:
Annualized fees are calculated on a flat fee or blended tiered approach against the aggregate net
market value of the account as of the close of business on the last business day in the preceding
quarter.
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OceanIQ Capital, LLC
Fee arrangements will be negotiated and memorialized in the client advisory agreement and fee
amounts are specific to each client as negotiated therewith. Fees are billed on a pro-rata quarterly
basis in advance and will be deducted from client account(s) unless other arrangement have been
mutually agreed upon. In rare cases, our firm will agree to direct bill clients. Lower fees may be
available for similar services elsewhere.
The following is our current fee schedule:
Aggregate
Net Market Value
Annual Percentage
of Assets Charge
Under $5,000,000
$5,000,000 to $25,000,000
Over $25,000,000
1.00%
0.50%
0.35%
These fee schedule examples are for illustrative purposes only. An appropriate fee schedule will be
negotiated with each client individually based on a variety of factors and considerations, in an effort
to tailor a fee arrangement accordingly. Legacy clients will continue paying fees according to their
advisory agreement.
Clients must provide our firm with written authorization permitting direct payment of advisory fees
from their account(s) maintained by a custodian who is independent of our firm. Our firm sends
quarterly statements to the client showing the fee amount, the value of the assets upon which the fee
is based, and the specific manner in which the fee is calculated as well as disclosing that it is the
client’s responsibility to verify the accuracy of fee calculation, and that the custodian does not
determine its accuracy. The account custodian sends a statement to the client, at least quarterly,
showing all account disbursements, including advisory fees.
Financial Planning & Consulting:
Our firm charges on an hourly or flat fee basis for financial planning and consulting services. The total
estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our
engagement with the client. The maximum hourly fee to be charged will not exceed $500. Flat fees
range from $10,000 to $100,000. Our firm requires a retainer of fifty-percent (50%) of the ultimate
financial planning or consulting fee at the time of signing. The remainder of the fee will be directly
billed to the client and due within thirty (30) days of a financial plan being delivered or consultation
rendered. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered
within 6 (six) months.
Corporate Cash Management Services
Corporate Cash Management Services fees are billed on a pro-rata quarterly in advance basis and are
debited directly from client account(s). The following is our firm’s corporate cash management fee
schedule:
Annual Percentage
of Assets Charge
Aggregate
Net Market Value
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OceanIQ Capital, LLC
Under $25,000,000
Over $25,000,000
0.25%
0.10%
Clients must provide our firm with written authorization permitting direct payment of advisory fees
from their account(s) maintained by a custodian who is independent of our firm. Our firm sends
quarterly statements to the client showing the fee amount, the value of the assets upon which the fee
is based, and the specific manner in which the fee is calculated as well as disclosing that it is the
client’s responsibility to verify the accuracy of fee calculation, and that the custodian does not
determine its accuracy. The account custodian sends a statement to the client, at least quarterly,
showing all account disbursements, including advisory fees.
Other Types of Fees & Expenses
In connection with our management of an account, a client will incur fees and/or expenses separate
from and in addition to our advisory fee.
These additional fees may include transaction charges and the fees/expenses charged by any
custodian, subadvisor, mutual fund, ETF, CEF, third party manager, separate account manager (and
the manager’s platform manager, if any), limited partnership, or other advisor, transfer taxes, odd lot
differentials, 12b-1 fees, surrender charges, mutual fund sales loads, variable annuity fees, IRA and
qualified retirement plan fees, exchange fees, interest charges, ADR processing fees, and any charges,
taxes or other fees mandated by any federal, state or other applicable law, retirement plan account
fees (where applicable), margin interest, brokerage commissions, mark-ups or mark-downs and
other transaction-related costs, electronic fund and wire fees, and any other fees that reasonably may
be borne by a brokerage account. Our firm does not receive a portion of these fees.
Termination & Refunds
Either party may terminate the advisory agreement signed with our firm for Comprehensive
Portfolio Management services in writing at any time. Upon notice of termination pro-rata advisory
fees for services rendered to the point of termination will be charged. If advisory fees cannot be
deducted, our firm will send an invoice for due advisory fees to the client.
Financial Planning & Consulting clients may terminate their agreement at any time before the
delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work
performed by us up to the point of termination shall be calculated at the hourly fee currently in effect.
Clients will receive a pro-rata refund of unearned fees based on the time and effort expended by our
firm.
Commissionable Securities Sales
Our firm and representatives do not sell securities for a commission in advisory accounts.
Item 6: Performance‐Based Fees & Side‐By‐Side Management
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OceanIQ Capital, LLC
Performance based fees can only be assessed to clients with at least $1,100,000 under management
with our firm or a net worth of at least $2,200,000. A performance fee is a fee based on a share of
capital gains on or capital appreciation of the managed assets of a client.
In addition to the advisory fee charged in Item 5 of this brochure, our firm charges up to 10% of the
net profits (i.e., profits after our management fee has been deducted) achieved for the previous
quarter’s account management. The performance fee is payable only if the net profits in the client
account(s) exceed the performance calculation of the previous year (a “high water mark”). At our
discretion, our firm may waive all or any portion of the performance fee or may agree with a client
to other changes to the performance fee by written agreement only.
In charging performance fees to some client accounts, our firm faces a conflict of interest as our firm
can potentially receive greater fees from client accounts having a performance-based compensation
structure than from accounts only charged an advisory fee. As a result, there exists an incentive to
direct the best investment ideas to, or to allocate or sequence trades in favor of, the account that pays
a performance fee. Our firm has taken important steps to ensure that our performance based
accounts are not favored over our client’s non-performance fee based accounts.
Performance based and non-performance based accounts are periodically reviewed and compared.
In the event that our firm finds performance based accounts are being unduly (i.e., consistently)
favored over non-performance based accounts, our firm would take action to address the situation
on a case-by-case basis. This could include allowing non-performance based accounts to trade before
performance based accounts to the extent practicable, or if the problem persists, not allowing new
performance based accounts, waiving our performance based fees, or cancelling our performance
based fee arrangements altogether and in some cases, termination of firm personnel.
Our firm also makes use of block trades and allocations made based on client’s risk tolerance,
investment objectives, and restrictions. Our firm will periodically review block trade allocations to
detect whether profitable trades are being disproportionately allocated to performance based
accounts, while unprofitable trades are being disproportionately allocated to pure-fee based
accounts with no performance fee. If a problem is detected in the allocation of block trades, our firm
will take measures as previously described above.
Item 7: Types of Clients & Account Requirements
Our firm has the following types of clients:
Individuals and High Net Worth Individuals;
Trusts, Estates or Charitable Organizations;
Pension and Profit Sharing Plans;
Corporations, Limited Liability Companies, and/or Other Business Types;
Private venture funds and pooled investment vehicles (through our relying adviser OceanIQ
Partners, LLC)
Our requirements for opening and maintaining accounts or otherwise engaging us:
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OceanIQ Capital, LLC
Our firm requires a minimum account balance of $1,100,000 for our performance based fee
services. Generally, this minimum account balance requirement is not negotiable and would
be required throughout the course of the client’s relationship with our firm.
For private venture funds, the investment minimums typically range from $10,000 to $100,000 but
OceanIQ Partners, LLC, at its sole discretion, may accept lower investment amounts.
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss
Methods of Analysis
We use the following methods of analysis in formulating our investment advice and/or managing
client assets:
Fundamental Analysis: We attempt to measure the intrinsic value of a security by looking at
economic and financial factors (including the overall economy, industry conditions, and the financial
condition and management of the company itself) to determine if the company is underpriced
(indicating it may be a good time to buy) or overpriced (indicating it may be time to sell).
Fundamental analysis does not attempt to anticipate market movements. This presents a potential
risk, as the price of a security can move up or down along with the overall market regardless of the
economic and financial factors considered in evaluating the stock.
Asset Allocation: Rather than focusing primarily on securities selection, we attempt to identify an
appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and
risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a
particular security, industry, or market sector. Another risk is that the ratio of securities, fixed
income, and cash will change over time due to stock and market movements and, if not corrected,
will no longer be appropriate for the client’s goals.
Mutual Fund and/or ETF Analysis: We look at the experience and track record of the manager of
the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to
invest over a period of time and in different economic conditions. We also look at the underlying
assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the
underlying investments held in another fund(s) in the client’s portfolio. We also monitor the funds
or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy.
A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance
does not guarantee future results. A manager who has been successful may not be able to replicate
that success in the future. In addition, as we do not control the underlying investments in a fund or
ETF, managers of different funds held by the client may purchase the same security, increasing the
risk to the client if that security were to fall in value. There is also a risk that a manager may deviate
from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s)
less suitable for the client’s portfolio.
Third‐Party Money Manager Analysis: We examine the experience, expertise, investment
philosophies, and past performance of independent third-party investment managers in an attempt
to determine if that manager has demonstrated an ability to invest over a period of time and in
different economic conditions. We monitor the manager’s underlying holdings, strategies,
concentrations, and leverage as part of our overall periodic risk assessment. Additionally, as part of
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OceanIQ Capital, LLC
our due-diligence process, we survey the manager’s compliance and business enterprise risks. A risk
of investing with a third-party manager who has been successful in the past is that he/she may not
be able to replicate that success in the future. In addition, as we do not control the underlying
investments in a third-party manager’s portfolio, there is also a risk that a manager may deviate from
the stated investment mandate or strategy of the portfolio, making it a less suitable investment for
our clients.
Moreover, as we do not control the manager’s daily business and compliance operations, we may be
unaware of the lack of internal controls necessary to prevent business, regulatory, or reputational
deficiencies.
Quantitative Analysis: We use quantitative analysis that may include mathematical analysis in an
attempt to identify the impact of interest rate changes on individual securities and portfolios of
securities. The results of our quantitative analysis are taken into consideration in the decision to buy
or sell securities and in the management of portfolio characteristics. A risk in using quantitative
analysis is that the methods or models used may be based on assumptions that prove to be incorrect.
Qualitative Analysis: We use qualitative analysis to evaluate individual securities, focusing on non-
quantifiable factors such as quality of management and others not readily subject to measurement,
and incorporate that analysis into our security selection process. A risk in using qualitative analysis
is that our subjective judgment may prove incorrect.
Asset Allocation: We generally focus on identifying an appropriate allocation of securities,
maturities, market sectors, and yield curve positioning suitable for the client’s investment goals and
risk tolerance. While asset allocation is recognized by professional investment advisers as a prudent
approach, a risk of asset allocation is that the client may not participate in sharp increases in a
particular security, industry, or market sector. Another risk is that the allocation will change over
time due to market movements in the various sectors, which, if not corrected, may no longer be
appropriate for the client’s goals.
Risks for All Forms of Analysis: Our securities analysis methods rely on the assumption that the
companies whose securities we purchase and sell, the rating agencies that review these securities,
and other publicly-available sources of information about these securities, are providing accurate
and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk
that our analysis may be compromised by inaccurate or misleading information.
Investment Strategies We Use
We use the following strategies in managing client accounts, provided that such strategies are
appropriate to the needs of the client and consistent with the client's investment objectives, risk
tolerance, and time horizons, among other considerations:
Long‐Term Purchases: When utilizing this strategy, we may purchase securities with the idea of
holding them for a relatively long time (typically held for at least a year). A risk in a long-term
purchase strategy is that by holding the security for this length of time, we may not take advantages
of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a
security may decline sharply in value before we make the decision to sell. Typically, we employ this
sub-strategy when we believe the securities to be well valued; and/or we want exposure to a
particular asset class over time, regardless of the current projection for this class. The potential risks
associated with this investment strategy involve a lower than expected return, for many years in a
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OceanIQ Capital, LLC
row. Lower-than-expected returns that last for a long time and/or that are severe in nature would
have the impact of dramatically lowering the ending value of your portfolio, and thus could
significantly threaten your ability to meet financial goals.
Short‐Term Purchases: When utilizing this strategy, we may also purchase securities with the idea
of selling them within a relatively short time (typically a year or less). We do this in an attempt to
take advantage of conditions that we believe will soon result in a price swing in the securities we
purchase. The potential risk associated with this investment strategy is associated with the currency
or exchange rate. Currency or exchange rate risk is a form of risk that arises from the change in price
of one currency against another. The constant fluctuations in the foreign currency in which an
investment is denominated vis-à-vis one's home currency may add risk to the value of a security.
Currency risk is greater for shorter term investments, which do not have time to level off like longer
term foreign investments.
Trading: We purchase securities with the idea of selling them very quickly (typically within 30 days
or less). We do this in an attempt to take advantage of our predictions of brief price swings. Trading
involves risk that may not be suitable for every investor, and may involve a high volume of trading
activity. Each trade generates a commission and the total daily commission on such a high volume of
trading can be considerable. Active trading accounts should be considered speculative in nature with
the objective being to generate short-term profits. This activity may result in the loss of more than
100% of an investment.
Option Writing: We may use options as an investment strategy. An option is a contract that gives
the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific
price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a
derivative, because it derives its value from an underlying asset. The two types of options are calls
and puts. A call gives us the right to buy an asset at a certain price within a specific period of time.
We will buy a call if we have determined that the stock will increase substantially before the option
expires. A put gives us the holder the right to sell an asset at a certain price within a specific period
of time. We will buy a put if we have determined that the price of the stock will fall before the option
expires. We will use options to "hedge" a purchase of the underlying security; in other words, we will
use an option purchase to limit the potential upside and downside of a security we have purchased
for your portfolio. We use "covered calls", in which we sell an option on security you own. In this
strategy, you receive a fee for making the option available, and the person purchasing the option has
the right to buy the security from you at an agreed-upon price. We use a "spreading strategy", in
which we purchase two or more option contracts (for example, a call option that you buy and a call
option that you sell) for the same underlying security. This effectively puts you on both sides of the
market, but with the ability to vary price, time, and other factors. The potential risks associated with
these transactions are that (1) all options expire. The closer the option gets to expiration, the quicker
the premium in the option deteriorates; and (2) Prices can move very quickly. Depending on factors
such as time until expiration and the relationship of the stock price to the option’s strike price, small
movements in a stock can translate into big movements in the underlying options.
Fixed Income Portfolio Management Investment Strategies:
We believe that a conservative, risk-averse approach to fixed income management will provide both
steady incremental outperformance, and low relative volatility. The disciplined process we employ
in an effort to realize this philosophy is generally grounded in four key decisions:
1. Constraint of portfolio duration within a narrow range relative to the benchmark in order to
limit exposure to market and interest rate risk.
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2. Strategic allocations to key sectors to add value relative to the benchmark.
3. Proactive management of term structure to add value in different yield curve environments.
4. Security selection based on rigorous credit and relative value analysis and broad
diversification of nongovernment issuers.
Within our Fixed Income strategy, we use the following sub-strategies in managing client accounts,
provided that such sub-strategies are appropriate to the needs of the client and consistent with the
client's investment objectives, risk tolerance, and time horizons, among other considerations.
Duration Constraints: We adhere to a discipline of generally maintaining duration within a narrow
band around benchmark duration in order to limit exposure to market risk. Our portfolio
management team rebalances client portfolios to their current duration targets on a periodic basis.
The risk of constraining duration is that the client may not participate fully in a large rally in bond
prices.
Sector Allocation: We allocate client assets to various sectors of the fixed income market, including
US Treasury obligations, federal agency securities, corporate notes, mortgage-backed securities and
others, based on our quantitative and qualitative analysis in order to manage client exposure to a
given sector and to provide exposure to sectors we believe have good value. The risk of sector
allocation is that clients may not participate fully in an increase in value in any specific sector.
Security Selection: A proprietary credit evaluation process drives our security selection process.
The system uses both internally and externally generated credit research to evaluate securities we
are considering for purchase. Based on research we conduct internally, our Credit Committee selects
securities for our Approved list. The ultimate decision to purchase or sell a security is based on the
firm’s evaluation of the current price for the security. The risk of security selection is that the
methods of analysis employed will not provide accurate measurement of the risk association with
each individual security.
Risk of Loss
Investing in securities involves risk of loss that clients should be prepared to bear. While the stock
market may increase and the account(s) could enjoy a gain, it is also possible that the stock market
may decrease and the account(s) could suffer a loss. It is important that clients understand the risks
associated with investing in the stock market, are appropriately diversified in investments, and ask
any questions.
Description of Material, Significant or Unusual Risks
Our firm generally invests client cash balances in money market funds, FDIC Insured Certificates of
Deposit, high-grade commercial paper, and/or government backed debt instruments. Ultimately, our
firm tries to achieve the highest return on client cash balances through relatively low-risk
conservative investments. In most cases, at least a partial cash balance will be maintained in a money
market account so that our firm may debit advisory fees for our services related to our
Comprehensive Portfolio Management services, as applicable.
Item 9: Disciplinary Information
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OceanIQ Capital, LLC
information please use the
Mr. Kai Chen, our firm’s managing member, was involved in a regulatory action which was resolved
on December 15, 2016. For additional
following website:
www.adviserinfo.sec.gov and search by CRD# 2916984.
Item 10: Other Financial Industry Activities & Affiliations
OceanIQ Capital, LLC is under common control with OceanIQ Partners, both of which are wholly
owned by OceanIQ Group LLC, which is majority owned by Kai Chen. OceanIQ Partners is a relying
adviser of OceanIQ Capital, LLC and is the investment manager to OceanIQ Partners Fund II, LLC, and
OceanIQ Partners Fund III, LLC and their classes therein. As well as always acting in the clients best
interest, in order to mitigate the risk of this potential conflict of interest, OceanIQ Capital has engaged
a third-party, independent auditor to provide an annual, unqualified review of the fund’s holdings.
Certain representatives of our firm are insurance agents/brokers. They offer insurance products and
receive customary fees as a result of insurance sales. A conflict of interest exists as these insurance
sales creates an incentive to recommend products based on the compensation adviser and/or our
supervised persons may earn. To mitigate this potential conflict, our firm will act in the client’s best
interest.
Our firm is not registered, nor does it have an application pending to register, as a broker-dealer,
registered representative of a broker dealer, futures commission merchant, commodity pool
operator, commodity trading advisor, or an associated person of the foregoing entities.
Please see Item 4 above for more information about the selection of third party money managers.
The compensation paid to our firm by third party managers may vary, and thus, creates a conflict of
interest in recommending a manager who shares a larger portion of its advisory fees over another
manager. Prior to referring clients to third party advisors, our firm will ensure that third party
advisors are licensed or notice filed with the respective authorities. A potential conflict of interest in
utilizing third party advisors may be an incentive to us in selecting a particular advisor over another
in the form of fees or services. In order to minimize this conflict our firm will make our
recommendations/selections in the best interest of our clients.
Item 11: Code of Ethics, Participation, or Interest in
Client Transactions & Personal Trading
As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material
facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the
underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities
transaction and insider trading. Our firm requires all representatives to conduct business with the
highest level of ethical standards and to comply with all federal and state securities laws at all times. In
accordance with this, our firm engages an independent third party compliance consultant to provide
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regulatory compliance support, to assist with best practices, maintenance of our Code of Ethics and
compliance audits.
Upon employment with our firm, and at least annually thereafter, all representatives of our firm will
acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and
representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances
that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure
is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to
review our Code of Ethics in its entirety, a copy will be provided promptly upon request.
Our firm recognizes that the personal investment transactions of our representatives demands the
application of a Code of Ethics with high standards and requires that all such transactions be carried out
in a way that does not endanger the interest of any client. At the same time, our firm also believes that if
investment goals are similar for clients and for our representatives, it is logical, and even desirable, that
there be common ownership of some securities.
In order to prevent conflicts of interest, our firm has established procedures for transactions effected by
our representatives for their personal accounts1. In order to monitor compliance with our personal
trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting
system for all of our representatives.
Neither our firm nor a related person recommends, buys, or sells for client accounts, securities in
which our firm or a related person has a material financial interest without prior disclosure to the
client.
Related persons of our firm may buy or sell securities and other investments that are also
recommended to clients. In order to minimize this conflict of interest, our related persons will place
client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which
is available upon request.
Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they
buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our
related persons will place client interests ahead of their own interests and adhere to our firm’s Code of
Ethics, a copy of which is available upon request. In circumstances where the same securities are being
purchased or sold, related persons’ accounts will be included in a block trade with client accounts, and
shares will be allocated across client portfolios as well as accounts of related persons in order to ensure
same price and fairness. In some instances,, our related persons will refrain from buying or selling the
same securities prior to buying or selling for our clients in the same day.
Item 12: Brokerage Practices
Selecting a Brokerage Firm
1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse,
his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our
associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect
beneficial interest in.
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Our firm maintains custody of certain client assets pursuant to the SEC’s No Action Letter issued in
February 2017 (Investment Adviser Association) (further described in Item 15 below). Client assets
must be maintained by a qualified custodian. Our firm seeks to recommend a custodian who will hold
client assets and execute transactions on terms that are overall most advantageous when compared to
other available providers and their services. The factors considered, among others, are these:
•
•
•
•
•
•
•
•
•
•
•
•
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Timeliness of execution
Timeliness and accuracy of trade confirmations
Research services provided
Ability to provide investment ideas
Execution facilitation services provided
Record keeping services provided
Custody services provided
Frequency and correction of trading errors
Ability to access a variety of market venues
Expertise as it relates to specific securities
Financial condition
Business reputation
Quality of services
With this in consideration, our firm has an arrangement with Interactive Brokers, LLC (“IB”), Charles
Schwab & Co. Advisor Services (“Schwab”), Bank Vontobel AG (“Vontobel”), and Griffinest Asia
Securities, LLC (“Griffinest”), qualified custodians from whom our firm is independently owned and
operated. IB, Schwab, Vontobel, and Griffinest offer services to independent investment advisers which
include custody of securities, trade execution, clearance, and settlement of transactions. IB, Schwab,
Vontobel, and Griffinest enable us to obtain many no-load mutual funds without transaction charges and
other no-load funds at nominal transaction charges. IB, Schwab, Vontobel, and Griffinest do not charge
client accounts separately for custodial services. Client accounts will be charged transaction fees,
commissions or other fees on trades that are executed or settle into the client’s custodial account.
Transaction fees are negotiated with IB, Schwab, Vontobel, and Griffinest are generally discounted from
customary retail commission rates. This benefits clients because the overall fee paid is often lower than
would be otherwise.
IB, Schwab, Vontobel, and Griffinest may make certain research and brokerage services available at no
additional cost to our firm. Research products and services provided by IB, Schwab, Vontobel, and
Griffinest may include: research reports on recommendations or other information about particular
companies or industries; economic surveys, data and analyses; financial publications; portfolio
evaluation services; financial database software and services; computerized news and pricing services;
quotation equipment for use in running software used in investment decision-making; and other
products or services that provide lawful and appropriate assistance by IB, Schwab, Vontobel, and
Griffinest to our firm in the performance of our investment decision-making responsibilities. The
aforementioned research and brokerage services qualify for the safe harbor exemption defined in
Section 28(e) of the Securities Exchange Act of 1934.
IB, Schwab, Vontobel and Griffinest do not make client brokerage commissions generated by client
transactions available for our firm’s use. The research and brokerage services are used by our firm to
manage accounts for which our firm has investment discretion. Without this arrangement, our firm
might be compelled to purchase the same or similar services at our own expense.
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As part of our fiduciary duty to our clients, our firm will always endeavor to put the interests of our
clients first. Clients should be aware, however, that the receipt of economic benefits by our firm or our
related persons creates a potential conflict of interest and may indirectly influence our firm’s choice of
IB, Schwab, Vontobel and/or Griffinest as a custodial recommendation. Our firm examined this potential
conflict of interest when our firm chose to recommend IB, Schwab, Vontobel, and/or Griffinest and have
determined that the recommendation is in the best interest of our firm’s clients and satisfies our
fiduciary obligations, including our duty to seek best execution.
Our clients may pay a transaction fee or commission to IB, Schwab, Vontobel, and/or Griffinest that is
higher than another qualified broker dealer might charge to effect the same transaction where our firm
determines in good faith that the commission is reasonable in relation to the value of the brokerage and
research services provided to the client as a whole.
In seeking best execution, the determinative factor is not the lowest possible cost, but whether
the transaction represents the best qualitative execution, taking into consideration the full
range of a broker-dealer’s services, including the value of research provided, execution
capability, commission ADV Part 2A – Firm Brochure Page 19 OceanIQ Capital, LLC rates, and
responsiveness. Although our firm will seek competitive rates, to the benefit of all clients, our
firm may not necessarily obtain the lowest possible commission rates for specific client account
transactions. If a client decides to choose another broker-dealer other than IB, Schwab,
Vontobel, or Griffinest, unless specially disclosed by the custodian of the client’s choice,
advisory billing will be done in a similar fashion as to what has been disclosed above.
Soft Dollars
Our firm does not receive soft dollars in excess of what is allowed by Section 28(e) of the Securities
Exchange Act of 1934. The safe harbor research products and services obtained by our firm will
generally be used to service all of our clients but not necessarily all at any one particular time.
Client Brokerage Commissions
Your qualified custodian does not make client brokerage commissions generated by client
transactions available for our firm’s use.
Client Transactions in Return for Soft Dollars
Our firm does not direct client transactions to a particular broker-dealer in return for soft dollar
benefits.
Brokerage for Client Referrals
Our firm does not receive brokerage for client referrals.
Directed Brokerage
Securities transactions are executed by brokers selected by OceanIQ Capital in its discretion and
without the consent of clients. We do not allow clients to direct our firm to execute transactions
through a specified broker-dealer.
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Aggregation of Purchase or Sale
Our firm provides investment management services for various clients. There are occasions on which
portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same
security for numerous accounts served by our firm, which involve accounts with similar investment
objectives. Although such concurrent authorizations potentially could be either advantageous or
disadvantageous to any one or more particular accounts, they are affected only when our firm believes
that to do so will be in the best interest of the effected accounts. When such concurrent authorizations
occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts
involved. In any given situation, our firm attempts to allocate trade executions in the most equitable
manner possible, taking into consideration client objectives, current asset allocation and availability of
funds using price averaging, proration, and consistently non-arbitrary methods of allocation.
Trade Error Policy
OceanIQ Capital maintains a record of any trading errors that occur in connection with investment
activities of its clients. Both gains and losses that result from a trading error made by our firm will be
borne or realized by our firm.
Item 13: Review of Accounts or Financial Plans
In his capacity as our Chief Executive Officer, Kai Chen, reviews accounts on at least a quarterly basis
for our Comprehensive Portfolio Management, and Third Party Money Management clients. The
nature of these reviews is to learn whether client accounts are in line with their investment
objectives, appropriately positioned based on market conditions, and investment policies, if
applicable.
Our firm may review client accounts more frequently than described above. Among the factors which
may trigger an off-cycle review are major market or economic events, the client’s life events, requests
by the client, etc.
Financial Planning clients do not receive reviews of their written plans unless they take action to
schedule a financial consultation with us. Our firm does not provide ongoing services to financial
planning clients, but are willing to meet with such clients upon their request to discuss updates to
their plans, changes in their circumstances, etc. Financial Planning clients do not receive written or
verbal updated reports regarding their financial plans unless they separately engage our firm for a
post-financial plan meeting or update to their initial written financial plan.
Item 14: Client Referrals & Other Compensation
Referral Fees
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Our firm pays referral fees (non-commission based) to independent solicitors (non-registered
representatives) for the referral of their clients to our firm in accordance with relevant state statutes
and rules. Such referral fee represents a share of our investment advisory fee charged to our clients.
This arrangement will not result in higher costs to the referred client. In this regard, our firm
maintains Solicitors Agreements in compliance with relevant state statutes and rules and applicable
state and federal laws. All clients referred by Solicitors to our firm will be given full written disclosure
describing the terms and fee arrangements between our firm and Solicitor(s). In cases where state
law requires licensure of solicitors, our firm ensures that no solicitation fees are paid unless the
solicitor is registered as an investment adviser representative of our firm. If our firm is paying
solicitation fees to another registered investment adviser, the licensure of individuals is the other
firm’s responsibility.
Software and Support Provided by Financial Institutions
OceanIQ Capital may receive from a Schwab without cost to OceanIQ Capital, computer software and
related systems support, which allow the firm to better monitor client accounts maintained at
Schwab. OceanIQ Capital may receive the software and related support without cost because the firm
renders investment management services to clients that maintain assets at Schwab. The software
and support is not provided in connection with securities transactions of clients (i.e. not “soft
dollars”). The software and related systems support may benefit OceanIQ Capital, but not its clients
directly. In fulfilling its duties to its clients, OceanIQ Capital endeavors at all times to put the interests
of its clients first. Clients should be aware, however, that the firm’s receipt of economic benefits from
a broker-dealer creates a conflict of interest since these benefits may influence OceanIQ Capital’s
choice of broker-dealer over another broker-dealer that does not furnish similar software, systems
support, or services. Additionally, OceanIQ Capital may receive the following benefits from Schwab
through its Schwab Advisor Solutions division: receipt of duplicate client confirmations and bundled
duplicate statements; access to a trading desk that exclusively services its Schwab Advisor Solutions
participants; access to block trading which provides the ability to aggregate securities transactions
and then allocate the appropriate shares to client accounts; and access to an electronic
communication network for client order entry and account information.
Other Economic Benefits
In addition, OceanIQ Capital is required to disclose any relationship or arrangement where it receives
an economic benefit from a third party (non-client) for providing advisory services. This type of
relationship poses a conflict of interest and any such relationship is disclosed in response to Item 12,
above.
Item 15: Custody
If a registered investment adviser is authorized or permitted to withdraw client funds or securities
maintained with a custodian upon the adviser’s instruction to the custodian, it is deemed to have
custody of client funds and securities. As such, our firm has adopted the following safeguarding
procedures:
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a) Clients must provide our firm with written authorization permitting direct payment of
advisory fees from their account(s) maintained by a custodian who is independent of our
firm;
b) Our firm sends quarterly statements to the client showing the fee amount, the value of the
assets upon which the fee is based, and the specific manner in which the fee is calculated as
well as disclosing that it is the client’s responsibility to verify the accuracy of fee calculation,
and that the custodian does not determine its accuracy;
c) Our firm sends quarterly performance reports to the client; and
d) The account custodian sends a statement to the client, at least quarterly, showing all account
disbursements, including advisory fees.
Clients are encouraged to raise any questions with us about the custody, safety or security of their
assets and our custodial recommendations.
OceanIQ Capital, LLC is under common control with OceanIQ Partners LLC. As manager of OceanIQ
Partners Fund II, LLC, and OceanIQ Partners Fund III, LLC and their classes therein (collectively, the
“Funds”), OceanIQ Partners LLC is deemed to have custody of the cash and securities held by these
Funds. The Funds each send an audited financial statement, audited by a registered Public Company
Accounting Oversight Board (“PCAOB”) accountant, to each Fund investor within 120 days of each
Fund’s fiscal year end. By ensuring these steps are followed, our firm’s annual surprise examination
requirement is satisfied.
Standing Letters of Authorization
Pursuant to the SEC Division of Investment Management’s issuance of a no-action letter (Investment
Adviser Association, February 21, 2017) that provides clarification regarding whether an investment
adviser acting on a standing letter of authorization (“SLOA”) has custody under Rule 206(4)-2 of the
Investment Advisers Act (the “Custody Rule”), our firm, in coordination with the qualified custodians
of client accounts, has evaluated the custodial arrangements on behalf of our client advisory accounts,
and determined that certain of those accounts are deemed to be “third party money movement
accounts” and therefore, subject to the Custody Rule. We have further reviewed and determined that
each of these accounts satisfy the seven relief conditions outlined by the SEC in its Investment Adviser
Association no-action letter, and therefore, are not subject to the “independent verification”
requirement under the Custody Rule. We will continue to monitor our regulatory obligations under
the Custody Rule.
Item 16: Investment Discretion
Clients have the option of providing our firm with investment discretion on their behalf, pursuant to
an executed investment advisory client agreement. By granting investment discretion, our firm is
authorized to execute securities transactions, determine which securities are bought and sold, and
the total amount to be bought and sold. Limitations may be imposed by the client in the form of
specific constraints on any of these areas of discretion with our firm’s written acknowledgement. For
all client who are managed on a non-discretionary basis, our firm will secure client’s permission prior
to effecting any securities transactions.
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Item 17: Voting Client Securities
Comprehensive Portfolio Management Clients
Our firm typically does not accept the proxy authority to vote client securities. Clients will receive
proxies or other solicitations directly from their custodian or a transfer agent. In the event that
proxies are sent to our firm, our firm will forward them to the appropriate client and ask the party
who sent them to mail them directly to the client in the future. Clients may call, write, or email us to
discuss questions they may have about particular proxy votes or other solicitations. On occasion and
only in very limited circumstances may our firm vote proxies on behalf of certain clients. If and when
this does occur, the firm will either follow the instructions from the client (if provided) or will vote
in line with management of the portfolio company, unless circumstances warrant otherwise.
Private Fund and Special Purpose Vehicle Clients
OceanIQ Capital has voting discretion over the securities held by Private Fund and Special Purpose
Vehicles Clients who grant our firm investment discretion. Our firm will exercise its discretion in the
best interests of its clients. In fulfilling its obligations to clients, our firm will act in a prudent and
diligent manner intended to enhance the economic value of the securities.
Our firm generally votes according to recommendations of management. If we do not agree with
management, we may sell the security.
We strive to eliminate conflicts of interest when voting the securities of our Clients. Clients may
obtain a copy of OceanIQ Capital’s voting policies and procedures upon request by contacting us at
(415) 432-7580 or gary@oceaniqcapital.com.
Item 18: Financial Information
Inclusion of a Balance Sheet
Our firm does not require nor is prepayment solicited for more than $500 in fees per client, six
months or more in advance. Therefore our firm has not included a balance sheet for our most recent
fiscal year.
Disclosure of Financial Condition
Our firm has nothing to disclose in this regard.
Bankruptcy Petition
Our firm has nothing to disclose in this regard.
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