Fees and Compensation — Form ADV Part 2A (3/29/2019)
[Brochure]
Item 5: Fees and Compensation
Management Fee
Investors in the Funds will each pay a fee for management services up to 2.0% per annum of the net
asset value. The fee will be paid either monthly or quarterly. Fees charged to segregated client
accounts will be negotiable on a client by client basis.
In addition, certain seed or founding investors in the Funds may pay a management fee that is less
than 2% and certain investors may negotiate side letters which provide for a lower fee schedule than
that outlined herein.
Incentive Allocation
The Offshore Feeder will also pay an incentive allocation of up to 20% of the net realized and
unrealized appreciation in the net asset value of the funds and subject to a high water mark as
indicated in the private placement memorandum (“PPM”) of the Offshore Feeder. The Onshore
Feeder Fund will also pay an incentive fee to Silver Ridge of up to 20% of the net realized and
unrealized appreciation in the net asset value of the funds and subject to a high water mark as
indicated in the PPM. Incentive fees charged to segregated client accounts will be negotiable on a
client by client basis.
In addition, certain seed or founding investors in the Funds will pay incentive compensation that is
less than 20% and certain investors may negotiate side letters which provide for lower incentive
compensation than that outlined herein.
Expenses
In addition to the fees outlined above, segregated account clients as well as each of the Funds will
also bear its own expenses. The Feeder Funds will also bear their pro rata share of the Master
Fund’s expenses. These expenses may include, but are not limited to, investment expenses such as
brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial
and depositary fees, bank service fees and interest expenses; investment-related travel expenses
(which are travel expenses related to the purchase, sale or transmittal of investments incurred by
Silver Ridge); professional fees (including expenses of consultants, investment bankers, attorneys,
accountants and other experts) relating to investments; fees and expenses relating to software tools,
programs or other technology utilized in managing the relevant client account including third-party
software licensing, implementation, data management and recovery services and custom
development costs); research and market data (including any computer hardware and connectivity
hardware (e.g., telephone and fibre optic lines) incorporated into the cost of obtaining such research
and market data); administrative expenses (including fees and expenses of the Administrator and
other similar service providers); legal expenses; external accounting and valuation expenses
(including the cost of accounting software packages); audit and tax preparation expenses; costs
related to errors and omissions insurance for Silver Ridge; In addition, the Funds will be responsible
for paying the fees of Directors; costs relating to directors' and officers' liability insurance; costs of
printing and mailing reports and notices; entity-level taxes; corporate licensing; regulatory expenses
(including filing fees); listing fees; organizational expenses; expenses incurred in connection with
the offering and sale of the Funds and other similar expenses related to the Funds; indemnification
expenses; and extraordinary expenses.
For a more complete description of the fees and expenses of the Funds, please see the relevant
Fund’s PPM. Expenses payable by segregated account clients will be outlined in the applicable
Investment Management Agreement.
Account Minimums and Types of Clients — Form ADV Part 2A (3/29/2019)
[Brochure]
Item 7: Types of clients
Silver Ridge provides discretionary investment management to the Funds. Investments in the Funds
are typically constrained by a minimum investment level, as outlined in the relevant fund’s PPM.
Investments by US persons in the Funds are limited to eligible investors, who meet the “accredited
investor” and “qualified purchaser” standards as defined under US securities laws and as further
described in the applicable PPM. The investment mandates of the Funds are outlined in the
applicable PPM and are non-negotiable. The Feeder Funds, the Master Fund, and/or Silver Ridge
may enter into side letters with certain investors that provide such investors with terms differing
from those outlined in the relevant fund’s PPM. A summary of side letters and the types of investors
that have received them may be provided to all investors via investor disclosures.
The Funds will generally require a minimum investment of $1million, but may accept lower
amounts at the sole discretion of the relevant Fund Directors.
Silver Ridge has entered into an agreement with a Seed Investor, which provides that the Seed
Investor will make a substantial capital contribution to the Funds and in return will receive certain
economic interests, notice, approval, consent, information and other rights and terms which differ
from other investors, including increased transparency and fee discounts. Furthermore, the Seed
Investor will be entitled to receive a portion of the management fee and incentive allocations
received by Silver Ridge and paid by investors in the Funds. This arrangement may diminish the
alignment of rights of the Seed Investor with other investors in the Funds.
Silver Ridge may also provide services to individual clients on a separate account basis. Segregated
mandates will be tailored under the terms of the applicable investment management agreement as
negotiated with a given client.
Filed 2020-01-10 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown
Accounts
AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals)
0
0.0
(b) Individuals (high net worth individuals)
0
0.0
(c) Banking or thrift institutions
0
0.0
(d) Investment companies
0
0.0
(e) Business development companies
0
0.0
(f) Pooled investment vehicles
5
437.6
(g) Pension and profit sharing plans
0
0.0
(h) Charitable organizations
0
0.0
(i) State or municipal government entities
0
0.0
(j) Other investment advisers
0
0.0
(k) Insurance companies
0
0.0
(l) Sovereign wealth funds and foreign official institutions
0
0.0
(m) Corporations or other businesses not listed above