Item 5 - Fees and Compensation
Fees
The Adviser typically charges fees that are based upon a set percentage of assets under management and
performance. Set forth below are summaries of the fees payable by investors in the Funds. It should be
noted that detailed disclosure about the fees and other expenses applicable to an investment in the Funds
is provided in the respective operative documents. Those documents should be carefully reviewed prior
to making an investment in the Funds.
The Funds are structured such that the Adviser receives compensation commensurate with the respective
classes of interest in which an investor is invested. Separate classes of interests in certain Funds have
been established that provide for different or additional terms including without limitation reduced or
waived advisory fees. Certain classes of interests are only offered to large or strategic investors or
investors that are members, principals, employees or affiliates of the Adviser. At the time of subscription
to the Flagship Fund, investors elect what percentage of their subscription may be allocated to future
investments in illiquid securities (“Special Investments”). Special Investments will be held in separate
classes of interests of the Funds that typically have different and more restrictive rights than other classes
of interest. Certain Funds also allow for investments considered illiquid, difficult to sell or difficult to price
(“Designated investments”) to be held in separate classes of interests that also have different and more
restrictive rights than other classes.
In consideration for investment management services provided to the Funds, the Adviser receives a
management fee calculated at an annual rate dependent upon the class(es) of interest in which each
investor is invested. The management fee is calculated and payable quarterly in advance based on the
value of the investor’s capital account(s) as of the first day of each calendar quarter or on the date of a
contribution if other than the beginning of a quarter. The Adviser in its sole discretion reserves the right
to waive, modify or calculate differently the management fee for certain investors or classes of interest,
including for investors that are members, principals, employees or affiliates of the Adviser or for certain
large or strategic investors.
In addition, the Adviser receives annual performance-based incentive allocation reallocated from the
capital accounts of each investor to the Adviser in an amount unique to each specific class of interest in a
Fund. The incentive allocation is calculated based upon an individual investor’s realized and unrealized
return over a particular period of time compared to a “high-water mark” as set forth in the relevant
offering documents. When calculating the incentive allocation, the management fee and all items of
income, loss and expense incurred by the Fund will be taken into account. For investors who participate
in a class of interest attributable to Special Investments, the change in net asset value attributable to
unrealized gains or losses of Special Investments is typically not taken into account when calculating the
incentive allocation. However, realized gains or losses of Special Investments, and gains or losses deemed
realized in the sole discretion of the Adviser, typically will be included. The Adviser in its sole discretion
reserves the right to waive, modify or calculate differently the incentive allocation for certain investors or
classes of interests, including for investors that are members, principals, employees or affiliates of the
Adviser or for certain large or strategic investors.
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Investors in a Fund are generally limited in their ability to terminate their participation in the Fund. In
addition to other redemption and transfer restrictions that are described in each Fund's offering
documents, the Funds impose a “lock-up” period such that investors may not withdraw capital that has
not been invested for a specified period of time. Subsequent to the lock-up period, the Funds limit
redemptions such that redemption requests are subject to a quarterly gate equal to a percentage of an
investor’s capital account balance. To the extent a redemption request exceeds such limit, the excess will
be deferred and treated as a request for redemption on each of the next successive quarterly redemption
dates until satisfied.
Voluntary redemptions are not permitted for interests attributable to Special Investments or Designated
Investments prior to their realization (or deemed realization). If an investor holding such interests elects
to fully redeem their interests in other Fund classes, the Adviser may retain a portion of the redemption
proceeds. This retained amount may reflect (i) management fees expected to accrue over the life of the
applicable Special or Designated Investments and (ii) the investor’s pro rata share of any capital reserved
to fund such investments or cover related Fund expenses.
Neither the Adviser nor any of its affiliates or related persons receive commission or transaction-based
compensation related to the sale of interests in the Funds.
Other Fees and Expenses
The Funds typically pay their own expenses, as set forth in the respective offering materials. The Funds
incur other expenses in connection with the Adviser’s advisory services that are not included in the
Adviser’s fees, including without limitation transaction fees, brokerage commissions, custody fees and
other related costs and expenses that are incurred by a Fund with respect to the transactions for its
account. The Funds also bear additional charges and costs, including, without limitation, market data,
market research, investment and portfolio management software and technology, fund administration,
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