Since its founding in 1993, Maverick has been dedicated to the preservation and growth of
investors’ capital. Maverick’s partners and employees are based in Dallas, New York and San
Francisco. Maverick has been registered with the SEC since 1994 and the Commodities Futures
Trading Commission (the “CFTC”) since 2000.
Lee S. Ainslie III, a founder of the firm, has served as Maverick’s Portfolio Manager since
March of 1995. Mr. Ainslie focuses on risk and exposure decisions and has ultimate authority for
all portfolio decisions of the funds under Maverick’s management. Andrew Warford serves as the
Chairman of the Stock Committee for the Maverick Funds and is responsible for the selection of
publicly-held securities and day-to-day trading decisions in respect of those funds. In the case of
the Maverick Venture Funds, Mr. Ainslie and David Singer share joint investment authority, and
in the case of the Maverick Stable Funds and Maverick Seed, Bates Brown is responsible for
recommendation of investments to an investment committee chaired by Mr. Ainslie. Mr. Ainslie
and Mr. Warford are the firm’s largest principal owners. Maverick’s total regulatory assets under
management are approximately $13,494,498,558. This reflects the regulatory assets under
management as of December 31, 2018 for all Clients (as defined below). All such assets were
managed on a discretionary basis.
Maverick manages the assets of the “Maverick Funds” (a group of funds employing
traditional, fundamental investment strategies and offering primarily long/short and long only
equity investment profiles), the “Maverick Fundamental Quant Funds” (a group of funds
employing quantitative strategies), the “Maverick Stable Funds” (a group of funds of funds),
“Maverick Seed” (a fund of funds that invests in emerging managers), the “Maverick Venture
Funds” (a group of funds making venture capital investments) and certain separate accounts
including but not limited to accounts for clients that are charitable organizations, pension/profit
sharing plans, pooled investment vehicles sponsored by third parties or other institutional investors
(the “Separate Account Clients”). The Maverick Funds, the Maverick Fundamental Quant Funds,
the Maverick Stable Funds, Maverick Seed and the Maverick Venture Funds (collectively, the
“Fund Clients” and, together with the Separate Account Clients, the “Clients”) generally offer and
sell their respective interests and shares in private transactions solely to accredited investors,
qualified clients, qualified purchasers and certain employees of Maverick and its affiliates as more
fully described in each fund’s respective offering materials. From time to time, Maverick also may
manage the assets of investment vehicles that accept investments only from Maverick employees
and related entities.
The Maverick Funds
The Maverick Funds’ investment performance is dependent upon the selection of long
investments that outperform the market and short investments that underperform the market.
Maverick’s Hedged Equity Strategy (“HES”), which became the sole investment style of
Maverick’s original funds, Maverick USA and Maverick Fund, in March 1995, is designed to
reduce exposure to macroeconomic risks and generate performance by maintaining a balance of
long and short equity investments with low to moderate net market exposure. As a result,
performance is intended to be primarily driven by the relative performance of Maverick’s long and
short investments rather than the performance of the markets.
Maverick currently manages a variety of different long/short equity profiles in the
Maverick Funds. Certain Maverick Funds maintain different net and gross exposure targets,
resulting in a range of risk/return profiles. Except for Maverick Long (as defined below), which
does not make short investments, and subject to any other limitations and restrictions to which a
particular Maverick Fund may be subject from time to time as described in its offering documents,
each HES profile generally invests in the same long and short publicly traded equity investments
but in different proportions. Maverick USA, Maverick Fund and Maverick Levered also make
investments in certain credit instruments and non-publicly traded equity securities. Investments in
which multiple Maverick Funds (or other Clients utilizing HES) participate are generally allocated
among such Clients to achieve holdings that are proportional to the net asset value of such Client’s
respective portfolios as adjusted for each such Client’s exposure, leverage and other targeted
parameters and taking into account each such Client’s reasonably anticipated upcoming capital
adjustments. For example, with respect to a Client that is structured to include a leverage feature
that approximates the effects of a non-recourse borrowing by investors (
e.g., Maverick Fund II,
Ltd.), such Client’s’ net asset value for the purposes of making allocation determinations generally
will be increased by the amounts obtained through the leverage feature.
This approach allows investors in the Maverick Funds to avail themselves of Maverick’s
stock picking skill while targeting the net and gross exposure levels that they believe are appropriate
for their objectives. Four fund options break down into three basic exposure profiles – hedged
equity, long-only, and long enhanced. (A leveraged version of Maverick’s hedged equity profile
accounts for the additional fund option.)
The Maverick Funds are:
• Maverick Fund USA, Ltd. (“Maverick USA”);
• Maverick Fund, L.D.C. (“Maverick Fund”);
• Maverick Fund II, Ltd. (“Maverick Levered”);
• Maverick Long Fund, Ltd. (“Maverick Long”); and
• Maverick Long Enhanced Fund, Ltd. (“Maverick Long Enhanced”).
Maverick USA and Maverick Fund (the “Hedged Equity Funds”) target consistent, low
long/short ratios (typically between 1.4x and 1.7x) and low to moderate net exposures for the entire
portfolio. Maverick Levered is managed in the same manner as the Hedged Equity Funds, except
that the capital, or gross equity, in Maverick Levered is composed of investor capital and the
proceeds of a leverage feature which approximates the effects of a non-recourse borrowing by
investors of an amount generally equal to their invested capital. As a result, the exposure of
Maverick Levered is approximately 200% of that which it would have been in the absence of such
borrowing.
Maverick Long targets 100% long exposure and Maverick Long Enhanced targets 130%
long exposure and 30% short exposure for an approximately 100% net exposure to the market, but
trading in their respective portfolios may increase or decrease their exposures within a band which
could involve the use of leverage.
Maverick also manages Maverick Holdings C, L.P. which is a single investment fund
owned by Maverick USA, Maverick Fund, Maverick Levered and certain other external investors.
The Maverick Fundamental Quant Funds
Maverick manages the Maverick Fundamental Quant Funds, on behalf of which it employs
quantitative investment strategies it has developed over time (the “Quantitative Investment
Strategies”) to invest their assets in a diversified portfolio of liquid long and short equity and
equity-like positions. While Maverick will continually monitor the Maverick Fundamental Quant
Funds’ portfolios, the operation of the Quantitative Investment Strategies and the markets in which
the Maverick Fundamental Quant Funds invest, Maverick generally expects to rely exclusively on
the Quantitative Investment Strategies to determine the composition and weighting of the Maverick
Fundamental Quant Funds’ portfolio holdings, and does not expect to override trading signals
generated by the Quantitative Investment Strategies, though Maverick may do so to reduce
exposure in certain circumstances where Maverick believes that the Quantitative Investment
Strategies may inadequately account for related portfolio risk.
The Maverick Fundamental Quant Funds are:
• Maverick Fundamental Quant Fund, Ltd. (“MFQ”);
• Maverick Fundamental Quant Neutral Fund, Ltd. (“MFQ Neutral”); and
• Maverick QM Neutral Fund, Ltd. (“QMN”).
MFQ currently targets a moderate net exposure, low long/short ratio (ranging from
approximately 1.3x to 1.5x), and a reasonable turnover rate of its investment portfolio, which is not
expected to exceed four times per year. MFQ Neutral and QMN target approximately neutral
market exposures.
In addition, Maverick employs the Quantitative Investment Strategies in its role as the sub-
adviser to two sleeves of a UCITS fund (the “Maverick UCITS Fund”) offered to non-U.S.
investors.
The Maverick Stable Funds
Maverick manages the Maverick Stable Funds, multi-strategy funds-of-funds offering four
investment profiles. The goal of the Maverick Stable Funds is to produce attractive returns with
relatively low volatility and correlation to traditional equity and fixed income benchmarks. The
Maverick Stable Funds’ investment strategy attempts to identify and invest in alternative
investment funds or accounts managed by talented, experienced and ethical managers. The
Maverick Stable Funds are actively managed and maintain flexible investment approaches,
primarily allocating capital to fund managers pursuing various hedge fund strategies, including
long/short equity, multi-strategy and credit strategies, and also investing in event-driven, distressed
debt, and certain quantitative funds. The Maverick Stable Funds may invest in funds employing
other strategies in the future and may enter into certain transactions in order to hedge currency or
other exposures in their underlying portfolios.
The Maverick Stable Funds offer investors four investment profiles: a short-term (1 year)
and a long-term (2-year) commitment for investors that are and for investors that are not subject to
U.S. federal income tax. Investment proceeds derived from investors selecting each profile are
allocated to an investment pool comprised of investments having a corresponding profile.
The Maverick Stable Funds are:
• Maverick Stable Partners, L.P. (“Stable Partners”); and
• Maverick Stable Fund, Ltd. (“Stable Fund”).
Maverick Seed
Maverick manages Maverick Seed Master Fund, L.P., which invests in funds managed by
startup, or emerging, hedge fund managers, where it has the opportunity to obtain participations in
the fee streams of such managers in consideration for its capital investment commitments. Investors
currently invest in that fund through Maverick Seed Partners, L.P. and Maverick Seed Fund, Ltd.
The Maverick Venture Funds Maverick’s affiliates, Maverick Capital Ventures, LLC (“MCV”) and MCV Management
Company, LLC (“MCV Management”), manage the Maverick Venture Funds, a group of funds
that invest in securities that are not registered under the Securities Act of 1933. Maverick Capital
Advisors, L.P. and The Singer-Kapp Revocable Trust are the largest principal owners of MCV.
Maverick Capital, Ltd. and The Singer-Kapp Revocable Trust are the largest principal owners of
MCV Management. Since February 2015, the Maverick Venture Funds have been the primary
vehicles for Maverick’s investments in venture capital opportunities. The Maverick Venture Funds
focus on opportunities in the venture capital and private equity markets, with a concentration in the
healthcare, software and consumer sectors.
The Maverick Venture Funds are:
• Maverick Ventures Investment Fund, L.P. (“Maverick Ventures”); and
• Maverick Advisors Fund, L.P. (“Maverick Advisors Fund”).
Separate Accounts
Additionally, Maverick manages Separate Account Clients on behalf of which it employs
strategies similar to those of the Maverick Funds for institutional investors. Terms applicable to
these Separate Account Clients (including any investment restrictions) are subject to negotiation
and vary from those applicable to the Maverick Funds.
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Performance Allocations, Management Fees, Expenses and Other Charges Maverick’s current fee structures for applicable Fund Clients are summarized below.
● Each Fund Client is charged monthly or quarterly management fees, at the beginning
of each accounting period, based on that portion of its net asset value (or such other
reference amount specified in the offering documents of the applicable fund)
attributable to management fee bearing investors. An allocable portion of the
management fee is automatically deducted from each relevant investor’s account at the
beginning of the relevant accounting period.
● Other than as noted below, investors are generally subject to a performance allocation
calculated on investment performance or, in the case of Maverick Long and Maverick
Long Enhanced, calculated on the excess of performance over a hurdle rate as further
described in each applicable fund’s respective offering documents. Performance
allocations, if applicable to an investor’s investment, are charged and automatically
deducted from an investor’s account at the end of each fiscal year and on any interim
withdrawal of capital by, or other distribution of funds to, an investor. As further
described in each applicable Fund Client’s respective offering documents, (i) with
respect to the Maverick Fundamental Quant Funds and the Maverick Funds other than
Maverick Long and Maverick Long Enhanced, new and certain existing investments
are subject to a reduced performance allocation until an amount in excess of any loss
incurred in a prior fiscal year has been recouped; and (ii) with respect to the Maverick
Stable Funds, new investments are not subject to a performance allocation until any
loss incurred in a prior fiscal year has been recouped. With respect to Stable Fund, such
amounts are paid to Maverick as a performance fee. With respect to all other applicable
funds, such amounts are credited to the account of a Maverick affiliate, Maverick
Capital Advisors, L.P., may be withdrawn from the fund at its request and are generally
withdrawn annually or reinvested.
• Maverick has the discretion to waive payment of any management fee or performance
allocation/fee (and have done so) for employees of Maverick and its affiliates who
have invested directly or indirectly in the Fund Clients.
Investors in any fund that Maverick may advise in the future may bear different fees than
those described herein.
Maverick Funds, Maverick Fundamental Quant Funds, Maverick Stable Funds and Maverick Seed
The Maverick Funds’, Maverick Fundamental Quant Funds’, Maverick Stable Funds’ and
Maverick Seed’s management fees and performance allocations/fees cannot be varied by fund
investors from those available pursuant to the terms of the relevant offering memoranda. Investors
in any fund that Maverick may advise in the future, or in additional classes or series of interests of
existing funds, may be subject to fee or allocation rates that differ from those described below.
Investors who purchased previously offered interests in the Maverick Funds, Maverick
Fundamental Quant Funds, Maverick Stable Funds and Maverick Seed may be subject to (i) lower
(or higher) management fees and/or performance fees/allocations; and (ii) performance
fees/allocations that are calculated differently in relation to the recoupment of losses incurred in a
prior fiscal years.
The management fee and performance allocation/fee rates applicable to the interests
currently offered by the Maverick Funds, Maverick Fundamental Quant Funds, Maverick Stable
Funds and Maverick Seed are provided below.
Maverick Hedged Equity Funds and Maverick Levered
Commitment Period Management Fee Performance Allocation
Monthly* 2.00% 20.0%
One Year 1.50 20.0
Three Years 1.25 15.0
Five Years 1.00 10.0
Fees for Maverick Levered are charged on gross equity (i.e., including the value of borrowings made
pursuant to the fund’s leverage feature, as described in the fund’s private offering memorandum).
* Only available for Maverick Hedged Equity Funds. Maverick Long
Interests or shares in Maverick Long are subject to the following management fee rates if
the investor elects not to pay a performance allocation:
Commitment Period Management Fee
Monthly 1.75%
Three Years 1.50
Five Years 1.25
Interests or shares in Maverick Long are subject to the following management fee and
performance allocation rates if the investor elects to pay a performance allocation:
Commitment Period Management Fee Outperformance Allocation*
Monthly 0.50% 25.0%
Three Years 0.50 20.0
Five Years 0.50 15.0
* The Maverick Long Outperformance Allocation is charged on the difference between the performance
of Maverick Long (after management fees) and the Morgan Stanley World Index. See the related private
offering memoranda for additional detail.
Maverick Long Enhanced Commitment Period Management Fee Outperformance Allocation*
One Year 1.00% 20.0%
Three Years 1.00 15.0
Five Years 1.00 10.0
* The Maverick Long Enhanced Outperformance Allocation is charged on the difference between the
performance of Maverick Long Enhanced (after management fees) and the average of the performance
of the S&P 500 Index and the Morgan Stanley World Index. See the related private offering memoranda
for additional detail. MFQ Commitment Period Management Fee Performance Allocation
One Year 1.50% 20.0%
MFQ Neutral
Commitment Period Management Fee Performance Allocation
One Year 2.50% 20.0+%
*
* The MFQ Neutral Performance Allocation is tiered (i.e., the total performance allocation is equal to
the sum of 20% of any gains that do not exceed 20%, 30% of any gains that exceed 20% but do not
exceed 40%, 40% of any gains that exceed 40% but do not exceed 60% and 50% of any gains that exceed
60%). Maverick Stable Partners and Maverick Stable Fund Commitment Period Management Fee Performance Allocation
1 year – Class M1 1.2% None
1 year – Class P1 None 15%
2 year – Class M2 0.8% None
2 year – Class P2 None 10%
Maverick Seed Partners, L.P.
Investors in Maverick Seed Partners, L.P. bear a management fee of 1% per annum and a
performance allocation of 25% on the difference between the performance of that fund (after
management fees) and a 5% annual hurdle, subject to recoupment of prior losses. The Fund also
offered Founders interests, subject to fees at a different level from those set for the above.
See the
related private offering memorandum for additional detail.
Early Withdrawals and Related Charges
Capital withdrawn from the Maverick Funds, Maverick Fundamental Quant Funds or the
Maverick Stable Funds before the conclusion of an investor’s current commitment period (if any)
may be subject to early termination or related charges.
In addition, investors in long-term classes of the Maverick Stable Funds who withdraw
capital prior to the end of their current commitment period and investors in short-term classes who
withdraw capital from the Maverick Stable Funds in their first commitment period, may be required
to bear any penalty, charge or cost that the fund is required to incur in order to fund the early
withdrawal.
Investors in the Maverick Funds have the ability to withdraw the annual gains without
penalty. Maverick generally waives redemption fees on transfers among Maverick Funds.
Maverick Venture Funds MCV Management is entitled to receive from Maverick Ventures quarterly management
fees at the beginning of each accounting period, at an annual rate of 1.0% on undrawn and 2.0% on
drawn commitments. An investor’s allocable portion of the management fees due to Maverick
Ventures is included in the amount requested by the fund in its capital calls. Net realized income,
gains and losses from Maverick Ventures investments will generally be allocated 80% to investors
and MCV, in proportion to capital commitments, and 20% to MCV.
Management fees and carried interests are generally not charged with respect to Maverick
Advisors Fund but may be charged in the future if an investor ceases to be an employee of Maverick
or one of its affiliates. Expenses are generally allocated among the Maverick Venture Funds based
on available capital. Investors in Maverick Advisors Fund will bear their pro rata portion of
expenses, similar to those described for Maverick Ventures, based on their capital commitments
(subject to adjustments for interim valuations and other matters set forth in the applicable governing
documents).
Maverick Ventures fees are not negotiable.
Expenses
Investors in the Fund Clients will bear not only Maverick’s fees, but also other fees and
expenses of the funds as described in each fund’s offering documents. Expenses borne by the funds
typically include, but are not limited to, investment and operating expenses, financing costs,
brokerage and custody expenses, research and other expenses incurred in connection with
evaluating or monitoring actual or potential investment opportunities, fees paid to their directors
(if any), expenses incurred in connection with the offering of interests to new investors, expenses
related to the funds’ compliance with applicable laws, the funds’ audit, legal and administrative
expenses, and other fund related expenses. To the extent that Maverick or the relevant fund’s
general partner incurs expenses, including those listed above, on a fund’s behalf, Maverick or the
general partner is generally reimbursed by the relevant fund for such expenses, as described in the
applicable offering memoranda. In addition, investors in the Maverick Funds, Maverick
Fundamental Quant Funds and Maverick Stable Funds are generally subject to an Expense
Reimbursement Charge of up to ten basis points, subject to the class or series of their investment.
Please see the applicable offering memoranda and audited financial statements for details. Investors
in any fund that Maverick may advise in the future may bear different expenses.
Investors generally bear expenses of the Fund Client
pro rata in accordance with their
account balances as further described in each fund’s offering documents. However, certain fees and
expenses of the funds that are identifiable with a particular class of interests or class or series of
shares, are charged solely to the relevant interests, class or series, as applicable. These include, by
way of example, Series DX-A interests in Maverick USA and shares in Maverick Fund, which are
specially charged (i) a servicing fee payable quarterly to the solicitor who introduced the investor
of the applicable series to the fund, in an amount not to exceed 0.3% per annum of the net asset
value of such interests or shares in the relevant fund, and (ii) a fixed fee for such interest or share
placement services, payable to the solicitor annually in an amount not to exceed $75,000. These
also include the differing management fee and performance allocation rates that are attributable to
various classes of shares and interests issued by the Maverick Funds and the Maverick Stable Funds
described above.
All expenses arising out of Maverick Ventures’ ordinary operations are paid by MCV
Management. Maverick Ventures bears all organizational expenses of MCV, MCV Management
and Maverick Ventures, administrator and valuation consultant costs and all costs incurred in the
investigation, purchase, holding or sales of securities (including reimbursement for travel based on
economy or coach fare class) as well as all legal, audit, consulting, registration, insurance, partner
communications and meetings, financial fees and extraordinary expenses of Maverick Ventures.
Investors in Maverick Ventures will bear their
pro rata portion of these expenses based on their
capital commitments (subject to adjustments for interim valuations and other matters set forth in
the applicable governing documents).
Maverick’s investment management agreements with its clients generally provide that the
client will indemnify, and not hold liable, Maverick and its affiliates for certain expenses, losses
and claims that may arise in connection with the performance of its duties (including management
of the client’s investments and execution of investment trades), provided that such persons’ conduct
has not breached the applicable standards of conduct (
i.e., the relevant actions were, in general,
taken in good faith and did not involve willful misconduct, gross negligence, a violation of federal
or state securities laws or criminal wrongdoing). (In the opinion of the SEC, an agreement to waive
or indemnify against certain liabilities under the federal securities laws is against public policy and
therefore may be unenforceable.) Maverick’s investment management agreements are terminable
generally as of the last day of any quarter upon not less than 60 days prior written notice to
Maverick and provide that Maverick will refund any unearned management fee paid prior to
termination.
Certain Clients will incur brokerage and transaction costs. See Item 12 – Brokerage
Practices. Neither Maverick nor its officers or employees accept compensation for the sale of
securities or other investment products to its clients.
Separate Accounts Maverick does not have a standard fee structure for Separate Account Clients. The amount
and terms of payment of fees related to Separate Account Clients are addressed in their respective
advisory agreements.
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Maverick currently charges and may in the future charge performance-based
allocations/fees to its Clients. In certain Fund Clients, investors may choose a management fee only
class or series. As a result, a portion of Maverick’s fees from such Fund Clients is based solely on
a management fee and a portion is based on a performance allocation or a combination of
performance allocations and management fees. Similarly, in the context of a separate account
relationship, a client may agree to pay Maverick a performance-based fee, a management fee or a
combination of the two.
Because Maverick manages accounts for multiple Clients, the potential exists for one
Client to be favored over another Client. Maverick has an incentive to favor Clients that pay higher
performance-based compensation or higher asset-based fees or, potentially, that use a higher degree
of leverage. In addition, certain affiliates and employees of Maverick (as well as their respective
principals and certain personnel) invest in a number of Clients. Because of the allocation of
proprietary capital, Maverick has an incentive to favor Clients that contain more proprietary capital.
There are additional actual and potential conflicts of interest inherent in Maverick’s
organizational structure and operation, certain of which are described below. The discussion below
does not purport to be a comprehensive discussion of all of the conflicts of interest associated with
Maverick or an investment in any Client. Each Client’s offering memorandum, investment
management agreement, sub-advisory agreement, prospectus and supplemental disclosure
document or other governing document, as applicable, contain additional information with respect
to the actual and potential conflicts associated with an investment in such Client.
Maverick from time to time causes or advises Clients to make investments that differ from
or are identical to those made for other Clients. In some cases, Maverick makes trading decisions
for one Client to take a position opposing a position in the same security held by another Client, or
in a different class of securities of the same issuer as are held by another Client. Such trading
decisions could cause a Client to transact with another Client. Maverick does not have any
obligation to engage in any transaction or investment for a Client or to recommend any transaction
to a Client that Maverick engages in for the benefit of the account of any other Client except as
otherwise required by each Client’s offering materials or applicable law.
In addition, in investing and trading for any Client, Maverick makes use of information
obtained in the course of investing and trading for any of its other Clients, and Maverick will have
no obligation to compensate such other Clients or their investors for Maverick’s use, or its Client’s
receipt, of such information nor to account for any profits earned from Maverick’s or its Client’s
use of such information.
Although Clients may pursue investment objectives that are similar to each other, the
portfolios of such Clients can be expected to differ as a result of differences in the investment
strategies employed on their behalf, differences in long-short exposure and leverage parameters,
purchases and redemptions being made at different times and in different amounts, different
investment mandates and restrictions and because of different tax and regulatory considerations.
Maverick periodically rebalances certain Client portfolios, or certain positions held within
the Client portfolios, with the portfolios of other Clients to the extent that such rebalancing
transactions comply with applicable law and will involve only securities for which market
quotations are readily available. Such transactions generally will be effected directly between
accounts or through a broker at the last sales price for the relevant security on the principal
exchange or other market on which such security is traded on the date of the relevant transaction
(or on the immediately preceding day if the transaction is effected at the opening of the market).
Each Client may hold substantial positions in securities owned by other Clients from time
to time. Such holdings may impede the ability of any given Client to add to or dispose of its position
readily due to commercial, legal, regulatory and/or other considerations (including, for example, if
such holdings are required to be aggregated for various regulatory purposes), potentially to the
detriment of any given Client.
In addition, such considerations will, at times, impact Maverick’s ability to conduct certain
types of fundamental research. Maverick will also, at times, be obligated to restrict trading in certain
securities due to its research and other activities on behalf of certain Clients, potentially to the
detriment of other Clients.
Maverick trades the assets of certain Clients pursuant to execution strategies that differ
from those that it employs on behalf of other Clients (including differing use of market orders and
limit orders), potentially also resulting in more or less favorable results in the case of transactions
for such other Clients in the same securities at substantially the same time.
Maverick does not currently anticipate using its Quantitative Investment Strategies on
behalf of Clients other than the Maverick Fundamental Quant Funds and the UCITS Fund.
Maverick expects to program each such Quantitative Investment Strategy to generate goal positions
at specific intervals (based on, without limitation, the nature of the Quantitative Investment Strategy
and the nature and frequency of release of the data underpinning each such Quantitative Investment
Strategy (the “Underlying Data”)). All of the Underlying Data is shared throughout Maverick and
much, if not all, of it is expected to be used in the management of the Maverick Funds, the Maverick
Fundamental Quant Funds and certain other Clients. Maverick expects to utilize certain other
information gathered from external sources, together with certain internal analysis and other work
product in the management of the Maverick Funds that is not factored into the Quantitative
Investment Strategies. However, Maverick expects to use certain raw versions of the Underlying
Data in the Quantitative Investment Strategies that is not available to the fundamental analysts
performing research on behalf of the Maverick Funds until it has been processed by Maverick’s
Fundamental Quant team. For this and other reasons, certain investment decisions using the
Underlying Data may be made on behalf of the Maverick Fundamental Quant Funds more quickly
than Maverick is able to make decisions on behalf of the Maverick Funds.
Maverick earns a management fee and receives a performance allocation from certain
Maverick Fundamental Quant Funds, the rates of which exceed the rates of management fees and
performance allocations that it receives in respect of the Maverick Funds. Certain affiliates and
employees of Maverick also have a material portion of their proprietary capital invested in certain
Maverick Fundamental Quant Funds. Therefore, Maverick may be incentivized to develop
quantitative tools for analyzing and utilizing the Underlying Data to benefit the Maverick
Fundamental Quant Funds in ways that could enhance their future performance without necessarily
enhancing (and while potentially detracting from) the future performance of other Clients.
Participation in specific investment opportunities may be appropriate, at times, for multiple
Clients. If there is a limited supply of a security or if a security is available on a basis that does not
satisfy the mandates of all relevant clients, Maverick will allocate or rotate investment opportunities
in a manner it believes is equitable, but it cannot assure, and assumes no responsibility for, equality
among all Clients. In such cases, participation in such opportunities will be allocated (or rotated),
taking into account such factors as the relative amounts of capital available for new investments,
relative exposure to short-term market trends and the investment programs and portfolio positions
of the Clients for which participation is appropriate. To the extent permitted by law, Maverick will
be permitted to bunch or aggregate orders for multiple Clients.
In addition to expenses paid with soft dollars (as described below), Clients may share other
types of expenses. For example, the Maverick Funds and the Maverick Fundamental Quant Funds
are generally expected to share in certain data costs
pro rata based on their relative net asset values.
Such data costs will be allocated without regard to the relative profits of each Client attributable to
the use of such data, and without regard to the relative frequency of use or extent of reliance by
each Client on the purchased data.
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Maverick provides advisory services to hedge funds, funds of funds, funds making venture
capital investments, other pooled investment vehicles and institutional investors. From time-to-
time, an investor will request a Separate Account Client in lieu of investing in a Fund Client.
Maverick will manage Separate Account Clients on a case-by-case basis taking into consideration
factors including the minimum amount of assets to be managed, the complexity of the proposed
account and other investment requirements or restrictions. As described elsewhere herein, the
Maverick Funds and the Maverick Fundamental Quant Funds generally invest in publicly-traded
equity securities; Maverick USA, Maverick Fund and Maverick Levered also make investments in
certain credit instruments and non-publicly traded equity securities; the Maverick Venture Funds
generally make venture capital investments; the Maverick Stable Funds generally invest in other
hedge funds; Maverick Seed generally invests in, and alongside, emerging hedge fund managers;
and Maverick manages separate accounts for institutional investors employing strategies similar to
those of the Maverick Funds and Maverick Fundamental Quant Funds.
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The description of methods of analysis and investment strategies described below relates to Clients in which outside investors may invest and is not intended to be exhaustive or to limit the
services that Maverick may provide. The methods of analysis and investment strategies may differ
from Client to Client and any specific method and strategy described below should only be
attributed to those Clients named in the header of each subsection. The methods of analysis and
investment strategies Maverick pursues entail substantial risks, and no assurance can be given that
the investment objective of any Client or investor will be achieved.
The Maverick Funds’ Methods of Analysis and Investment Strategies
Maverick’s investment process employed on behalf of the Maverick Funds is driven by
intensive, fundamental bottom-up research. Maverick generally does not attempt to time the
markets, or focus on weightings relative to any index. By purchasing certain securities while selling
other securities short, Maverick seeks to reduce macroeconomic risks of each of the Maverick
Funds (other than Maverick Long) and to achieve favorable investment performance through long
and short security selection.
Maverick’s research is augmented by a top-down view of individual industries, as well as
the efforts of Maverick’s quantitative research team. Maverick has integrated its bottom-up,
fundamental approach with a proprietary quantitative model, MavRank which recommends
position sizes based on its systematic review of factors correlated with success and failure in
different market environments. In this system, both conventional external factors and inputs related
to Maverick’s fundamental evaluations and conclusions have been melded together. While
fundamentals still drive security selection, the quantitative research effort plays an important role
in Maverick’s portfolio construction, security selection and risk management.
Maverick deploys capital to individual investment opportunities that it believes offer the
highest returns relative to risk, regardless of index weightings, market capitalization or style
orientations. Maverick believes that the research process should be somewhat tailored to individual
industries (
e.g., the driving factors behind financial and technology stocks can differ significantly).
Therefore, the sectors enjoy the flexibility to analyze and to evaluate stocks with methodologies
and approaches that they judge to be the most relevant for their respective industries. Sector teams
seek to evaluate the strengths and weaknesses of individual management teams, develop a deep
understanding of each company’s competitive position, and analyze the key drivers of each
business and the sustainability of these factors in an effort to identify the “winners” and “losers” in
each industry. Maverick seeks to identify and to take advantage of discrepancies between its views
and conventional market views.
Maverick’s investment team is organized into six industry sector teams (Consumer,
Financials, Healthcare, Industrials, Media & Telecom and Technology). The industry sector teams
are supported by two discipline research teams (private investments and quantitative).
As Portfolio Manager focusing on risk and exposure decisions, Lee Ainslie has ultimate
responsibility for all portfolio decisions for Maverick Funds and related Separate Account Clients.
The Maverick Funds’ portfolios are diversified and utilize position size limits. As Chairman of the
Stock Committee for the Maverick Funds, Andrew Warford is responsible for the selection of
publicly held securities and day-to-day trading decisions for Maverick Funds and related Separate
Account Clients.
The Maverick Fundamental Quant Funds’ Methods of Analysis and Investment Strategies Maverick’s investment process employed on behalf of the Maverick Fundamental Quant
Funds and the Maverick UCITS Fund is driven by the development, selection and use of
Quantitative Investment Strategies. The Quantitative Investment Strategies may include, among
other things, processes based on the systematic application of Maverick’s fundamental multi-factor
investment approach and processes based on the systematic utilization of real-time business
intelligence to gain insight into certain fundamental business drivers. While Maverick will
continually monitor the Maverick Fundamental Quant Funds’ portfolio, the operation of the
Quantitative Investment Strategies and the markets in which the Maverick Fundamental Quant
Funds invest, Maverick generally expects to rely exclusively on the Quantitative Investment
Strategies to determine the composition and weighting of the Maverick Fundamental Quant Funds’
portfolio holdings, and does not expect to override trading signals generated by the Quantitative
Investment Strategies, though Maverick may do so to reduce exposure in certain circumstances
where Maverick believes that the Quantitative Investment Strategies may inadequately account for
related portfolio risk. Such circumstances may include, for example, corporate actions, mergers
and acquisitions events, geopolitical events, acts of god and similar circumstances.
Both the utilization and weighting of the various Quantitative Investment Strategies that
Maverick employs on behalf of the Maverick Fundamental Quant Funds are expected to change
over time. Maverick expects that, on behalf of any given Maverick Fundamental Quant Fund,
Maverick will periodically materially modify the Quantitative Investment Strategies, deploy one or
more additional Quantitative Investment Strategies or discontinue the use of any given Quantitative
Investment Strategy.
Lee Ainslie is supported by the Maverick Fundamental Quant Investment Committee in
his oversight of the Maverick Fundamental Quant Funds’ and Maverick UCITS Fund’s portfolios.
The Maverick Stable Funds’ Methods of Analysis and Investment Strategies Maverick invests Maverick Stable Fund assets based upon conviction in the underlying
portfolio manager and, to a lesser extent, strategy and market considerations. The Maverick Stable
Funds invest primarily in fundamentally driven long/short equity, credit and multi-strategy funds
but also make investments in event-driven, distressed debt and certain quantitative funds and may
invest in funds employing other strategies in the future. In addition, the Maverick Stable Funds
make investments with certain emerging managers and make opportunistic investments in funds
that follow strategies that are niche or narrower than an underlying manager’s core offerings,
involve an opportunity available because of a change or dislocation in the market, or are limited in
duration or potential investment horizon. The Maverick Stable Funds may also enter into certain
transactions in order to hedge currency or other exposures in their underlying portfolios. The
Maverick Stable Funds’ investment process centers on deep fundamental manager research.
While Maverick’s research and due diligence efforts on behalf of the Maverick Stable
Funds are primarily qualitative, Maverick also performs detailed evaluations of quantitative
performance statistics for each manager under review. Key review criteria include: manager
integrity, proven investment talent and track record of alpha generation, strong business acumen
and commitment to operational best practices, repeatability of investment process, alignment of
manager and investor interests and strong capital bases. Detailed analysis of a manager’s
performance record relative to benchmarks, volatility and correlation are carefully considered, as
well as the overall impact that adding a new manager would have at the portfolio level.
While Maverick does not place hard limitations on the types of hedge funds that can be
considered for investment, Maverick expects to favor managers that employ a fundamental,
bottom-up investment process (the same process that Maverick endeavors to employ in managing
the Maverick Funds) over managers that favor a more macro, top-down investment process.
Consequently, the Maverick Stable Funds’ portfolios do not currently include managers who invest
purely in commodity or macro strategies. Maverick believes that its level of relative insight into
long-term oriented, fundamental strategies is stronger than into trading-oriented strategies and that
fundamental strategies have the added benefit of typically producing a more attractive tax profile
for taxable investors.
The Maverick Stable Funds do not invest in hedge funds or accounts managed by Maverick
or any Maverick affiliate.
Lee Ainslie is supported by the Stable Investment Committee in his oversight of the
Maverick Stable Funds’ portfolios.
The Maverick Venture Funds’ Methods of Analysis and Investment Strategies MCV and MCV Management apply Maverick’s deep fundamental research process to
private investments in their management of the Maverick Venture Funds. By applying this process
and the core principles that have guided Maverick with respect to its earlier private investments in
Maverick USA, Maverick Fund and Maverick Levered, Maverick believes that it differentiates
itself in its ability to source, evaluate, own and sell investments. Collaboration with Maverick’s
public equity team of investment analysts provides a depth of industry knowledge and due diligence
when considering private investments. The Maverick Venture Funds have access to deal flow that
has resulted from investments historically made by certain of the Maverick Funds. Lee Ainslie and
David Singer jointly exercise investment authority with respect to the Maverick Venture Funds’
portfolios.
Separate Accounts’ Methods of Analysis and Investment Strategies
Separate Account Clients currently managed by Maverick generally follow the investment
strategies of one of the Maverick Funds, provided however, that the investment management
agreements related to such accounts may vary certain aspects of these strategies (including but not
limited to limitations on certain types of investments, use of leverage or investments in specific
issuers, or limitations on trading counterparties).
Risk of Loss – Generally
Clients and their investors should be aware that the investment strategies Maverick uses on
their behalf involve a risk of loss that investors must be prepared to bear. The following risk factors
do not purport to be a complete description of the risks inherent in such investment strategies. For
a more complete description of these risks and other risks related to any of the Clients, please refer
to the applicable offering documents or other relevant disclosure material.
General Market Risks
In the past, there have been periods marked by severe market volatility, financial institution
failures, sovereign debt crises, and large-scale financial fraud. The duration, severity, and ultimate
effect of such market conditions and government responses thereto cannot be predicted.
Deterioration in market conditions could result in declines in the market values of Client
investments and diminished investment opportunities for the Clients, and could prevent Clients
from successfully executing investment strategies, cause Maverick to alter investment strategies or
require funds to dispose of investments at a loss.
Highly Volatile Instruments
The values of investment positions can be highly volatile. Price movements of derivative
contracts may be influenced by, among other things, interest rates, changing supply and demand
relationships, governmental trade, fiscal, monetary and exchange control programs and policies,
and national and international political and economic events. In addition, governments may
intervene in certain financial markets for the purpose of influencing the values of particular
securities or the broad direction of those markets, and the effects of such intervention on an ongoing
basis cannot be predicted.
Cybersecurity Risks Maverick’s business involves the processing, storage and use of large quantities of data,
including personally identifiable information of investors and information about Clients’
underlying investments. Maverick has created systems and procedures designed to protect this
information from loss or theft. Despite the various protections Maverick has put in place, however,
Maverick’s systems, networks and devices are potentially susceptible to breach. The techniques
used in a cyberattack are often hard to detect and change frequently. In addition, hardware or
software that Maverick acquires from third parties may contain a defect that could compromise the
security of Maverick’s or its Clients’ information.
Cybersecurity risks include potential unauthorized access to Maverick’s and/or Clients’
data, devices or systems; infection by computer viruses or other malicious code; and attacks that
could disable or degrade service or sabotage Maverick’s systems. A cybersecurity breach could
cause disruption to Maverick’s business operations, including limiting Maverick’s ability to trade
or transact business with other service providers, and interfering with Maverick’s ability to
calculate valuations of investments, potentially resulting in financial losses to the Clients. Such a
breach could also cause a violation of applicable privacy laws and could result in regulatory fines,
penalties, reimbursement or other compensation costs and reputational damage.
In addition, the Clients could be impacted by cybersecurity breaches affecting the issuers
of securities in which they invest, the counterparties with which they transact, governmental and
other regulatory authorities, securities exchanges, broker/dealers, banks and other parties.
Recent Regulatory Developments The regulatory environment in which Maverick operates is undergoing wide-ranging
reform on a global basis. New legislation as well as changes to existing legislation have been
proposed and/or recently adopted in a number of jurisdictions that are expected to alter, in a variety
of ways, the manner in which the investment fund industry is regulated. Although it is difficult to
predict which proposals will become law and when and how new legislation will ultimately be
implemented by regulators (including in respect of the extraterritorial effect of reforms), it is likely
that significant aspects of existing regulatory regimes governing investment funds will change.
These include changes in the way Clients generally are regulated and restrictions on the conduct of
certain lines of business. The scope and pace of such reforms vary from jurisdiction to jurisdiction
and have been particularly expansive within the United States and Europe. Provisions in the Dodd-
Frank Act, European Market Infrastructure Regulation, implementation of the Basel III capital and
liquidity standards in the U.S. and the European Union (EU), as well as provisions in the proposed
recast Markets in Financial Instruments Directive (2004/39/EC), could, individually or in the
aggregate, have substantial adverse effects on Maverick’s ability to successfully pursue the various
Clients’ investment objectives.
Limited Liquidity
An investment in the Fund Clients is suitable only for sophisticated investors that have no
need for immediate liquidity in their investment. Such an investment provides limited liquidity
since the securities are not freely transferable. There is no public market for the Fund Clients, and
it is not expected that a public market will develop.
Portfolio Valuation Valuations of the Fund Clients’ portfolios will affect the amount of the management fee
and the performance allocation earned by Maverick, as well as the determination of the value of
shares or interests in the funds of investors making new investments or requesting redemptions. In
certain cases, these valuations will involve uncertainties and determinations based on judgments of
Maverick as described in each Fund Clients’ offering memorandum.
Counterparty Risk Counterparties of derivative contracts and other instruments may default on their
obligations under those instruments and certain events may occur that have an immediate and
significant adverse effect on the value of those instruments.
Insolvency Risk of Market Intermediaries
Transactions entered into by the Clients may be executed on various U.S. and non-U.S.
exchanges, and may be cleared and settled through various clearing houses, custodians,
depositories, broker-dealers and prime brokers throughout the world. While U.S. rules and
regulations applicable to these market intermediaries may offer significant protections to the assets
of the customers of such clearing houses, custodians, depositories, broker-dealers and prime
brokers if one of them were to become insolvent, the assets of a Client held at such market
intermediary could be at risk. For example, while U.S. brokers are required to segregate customer
assets from their proprietary assets and are required to hold specified amounts of capital in reserve,
customer assets are normally held in pooled customer accounts for the benefit of all customers and
not specifically in the name of a given Client. Additionally, the broker may be able to transfer
customer assets out of such customer accounts in the ordinary course of its business. A Client could
experience losses if the broker’s customers’ aggregate claims exceeded the amount of customer
assets such broker actually held at the time of the insolvency. In addition, while the return of
customer property is designed to occur on an expedited basis (usually by transfer of the accounts
to a solvent broker), each Client may be unable to trade the securities that were held by the insolvent
broker during this transfer period. The assets of a Client also may be held by non-U.S. brokers.
Although certain non-U.S. jurisdictions provide similar protections for customer assets, there can
be no assurance that a Client will not experience losses in any insolvency of such a non-U.S. broker.
Maverick will attempt to execute, clear and settle transactions on behalf of the Clients
through entities that Maverick believes to be sound, but there can be no assurance that a failure by
any such entity will not lead to a loss to impacted Clients. In addition, the U.S. Commodity Futures
Trading Commission, the U.S. Securities and Exchange Commission, other regulators, self-
regulatory organizations and exchanges in the United States and other countries are authorized to
take extraordinary actions in the event of market emergencies. Such actions could lead to losses as
a result of delay in settling transactions or other circumstances.
Indemnification and Exculpation
The Clients’ governing documents and/or agreements with Maverick generally contain
broad exculpation and indemnification provisions that exculpate Maverick and certain other
persons from certain liabilities and require each Client to hold Maverick and such other persons (as
applicable) harmless from certain losses or costs incurred by them. In general, under these standards
Maverick will not be liable for negligent or other actions taken in connection with its investment
management responsibilities, including recommendations to and trading activities on behalf of a
Client, unless such actions involve gross negligence, willful misconduct, a violation of federal or
state securities laws or criminal wrongdoing. Maverick will not be indemnified or exculpated if
such exculpation and indemnification would violate applicable law. The Fund Clients’ agreements
with other service providers may contain similar indemnification and exculpation provisions
Risk of Loss – The Maverick Funds and Separate Account Clients
Investment and Trading Risks
The Maverick Funds incur risks associated with, among other things, security selection,
selection of investment instruments and counterparties, leverage and short sales. Maverick
endeavors to minimize such risk through portfolio construction, use of loss limit rules, maintenance
of liquidity and monitoring. The Maverick Funds must also bear portfolio maintenance expenses,
including trading commission costs.
Market Valuations
The success of the Maverick Funds’ investment and trading activities will depend in part
upon Maverick’s ability to identify overvalued and undervalued investment opportunities.
Identification and exploitation of such opportunities involves a high degree of uncertainty. No
assurance can be given that Maverick will be able to identify suitable investment opportunities in
which to deploy all of the Maverick Funds’ capital or that the capital markets will value such
opportunities in a manner consistent with Maverick’s expectations.
Concentration of Holdings
Although Maverick has adopted informal guidelines on diversification with respect to the
Maverick Funds, those guidelines are subject to change by Maverick, and there are no limits on
Maverick’s investment discretion that require diversification by issuer, industry or market or that
impose position size limitations. At any given time, it is therefore possible that the Maverick Funds’
portfolios will be concentrated in a particular market or industry, or in a limited number or type of
securities. Limited diversification could expose the Maverick Funds to losses disproportionate to
general market movements if there are disproportionately greater adverse price movements in those
positions.
Hedging Transactions
The Maverick Funds use both over-the-counter and exchange-traded instruments (as
described in the funds’ offering memoranda) and may incur indebtedness denominated in non-U.S.
currencies, both for investment and risk management purposes as further described in the funds’
offering memoranda.
The success of the Maverick Funds’ hedging strategies will be subject to Maverick’s ability
to assess correctly the degree of correlation between the performance of the positions used in the
hedging strategy and the performance of the positions being hedged. Since the characteristics of
many positions change as markets change or time passes, the success of any hedging strategy also
will be subject to Maverick’s ability to continually recalculate, readjust and execute hedges in an
efficient and timely manner. Maverick’s abilities in these regards cannot be assured. In addition,
the markets for hedging instruments may be volatile or illiquid, and there can be no assurance that
the Maverick Funds will be able to close out a hedging position without incurring substantial losses.
The successful utilization of hedging and risk management transactions require skills
complementary to those needed in the selection of investments, and no assurance can be given that
Maverick will be successful.
Leverage
Many of the Maverick Funds leverage investment positions by trading on margin, short
selling or borrowing funds from banks, broker-dealers or others. Such transactions may be
substantial in size or number, may be undertaken in U.S. and non-U.S. markets and may be
denominated in U.S. or non-U.S. currency. In addition, some or all of the Maverick Funds leverage
investment return with options, swaps, forwards and other derivative instruments that are inherently
leveraged and other forms of direct and indirect borrowings. The cumulative effect of the use of
leverage by the Maverick Funds in a market that moves adversely to the Maverick Funds’
investments could result in a loss to the Maverick Funds that would be greater than if leverage were
not employed. In addition, the costs of leverage may be substantial.
The financing used by the Maverick Funds to leverage a portfolio is typically extended by
broker-dealers in the markets in which the Maverick Funds invest. The Maverick Funds could be
subject to changes in the value that a broker-dealer ascribes to a given position, the amount of
margin required to support such position, the borrowing rate to finance such position and such
broker-dealer’s willingness to continue to provide any such credit to the Maverick Funds. In the
event a Maverick Fund has no alternative credit facility that could be used to finance its portfolio
in the absence of financing from broker-dealers, it could be forced to liquidate a substantial portion
of its portfolio to meet its financing obligations. The forced liquidation of all or a portion of a
Maverick Fund’s portfolio at distressed prices could result in significant losses to the Maverick
Fund.
In addition, the Maverick Funds’ use of short-term margin borrowings results in certain
risks, such as the potential for margin calls in the event of a decline in value of pledged securities.
Short Sales
Many of the Maverick Funds engage in short selling. Short selling involves selling
securities that are not owned by the short seller and borrowing them for delivery to the purchaser,
with an obligation to replace the borrowed securities at a later date. Short selling allows the investor
to profit from a decline in market price to the extent such decline exceeds the transaction costs and
the costs of borrowing the securities.
A short sale creates the risk of a theoretically unlimited loss, in that the price of the
underlying security could theoretically increase without limit, thus increasing the cost to the
Maverick Funds of buying those securities to cover the short position. There can be no assurance
that the Maverick Funds will be able to maintain the ability to borrow securities sold short. If unable
to do so, the Maverick Funds can be bought in (
i.e., forced to repurchase securities in the open
market to return them to the lender). There also can be no assurance that the securities necessary to
cover a short position will be available for purchase. In the event of a precipitous increase in the
value of securities that the Maverick Funds have sold short, the Maverick Funds could be required
to purchase the securities at relatively high prices, thereby incurring substantial losses.
Reliance on Data
Maverick utilizes a substantial amount of third-party data in making investment decisions
on behalf of the Maverick Funds. Accordingly, such investment decisions depend on the quality
and reliability of the relevant data. Maverick is not required to verify information received from
third parties, and cannot guarantee the quality or reliability of all data it uses in rendering trading
decisions. The availability of certain data currently utilized by Maverick or that may be utilized by
Maverick in the future will change over time based on, among other things, changes to such data’s
utility, changes to reporting obligations, vendor changes, legal or regulatory changes, and/or
changes in price. Maverick cannot guarantee that it will have access to any specific data at any
given time.
Separate Account Clients
Separate Account Clients that follow Maverick’s Hedged Equity Strategy are subject to the
same or similar risk of loss and similar specific risks to those described above.
Risk of Loss – The Maverick Fundamental Quant Funds
Investment and Trading Risks
The Maverick Fundamental Quant Funds incur risks associated with, among other things,
security selection, selection of investment instruments and counterparties, leverage and short sales.
Maverick endeavors to minimize such risk through portfolio construction, use of loss limit rules,
maintenance of liquidity and monitoring. In addition, the hedged, long-short trading strategy of the
Maverick Fundamental Quant Funds may not effectively protect those funds from adverse market
movements. The Maverick Fundamental Quant Funds must also bear portfolio maintenance
expenses, including trading commission costs.
Hedging Transactions
Maverick believes the maintenance of a portfolio with a moderate net long exposure
consisting of long and short investment positions, each of which is selected on the basis of its
individual investment merits, will hedge investment risk exposure. The Quantitative Investment
Strategies are generally not designed to attempt to hedge particular positions with other particular
positions, and may not anticipate a particular risk so as to hedge against it effectively. The success
of the Maverick Fundamental Quant Funds’ hedging strategy will be subject to each Quantitative
Investment Strategy’s success in identifying long and short investment positions that will
experience fluctuations in value that are favorable compared to market fluctuations. The
Quantitative Investment Strategies’ abilities in these regards cannot be assured.
Leverage
Some or all of the Maverick Fundamental Quant Funds leverage investment positions by
trading on margin, short selling or borrowing funds from banks, broker-dealers or others. Such
transactions may be substantial in size or number, may be undertaken in U.S. and non-U.S. markets
and may be denominated in U.S. or non-U.S. currency. In addition, some or all of the Maverick
Fundamental Quant Funds leverage investment return with options, swaps, forwards and other
derivative instruments that are inherently leveraged and other forms of direct and indirect
borrowings. The cumulative effect of the use of leverage by the Maverick Fundamental Quant
Funds in a market that moves adversely to the Maverick Fundamental Quant Funds’ investments
could result in a loss to the Maverick Fundamental Quant Funds that would be greater than if
leverage were not employed. In addition, the costs of leverage may be substantial.
The financing used by the Maverick Fundamental Quant Funds to leverage a portfolio is
typically extended by broker-dealers in the markets in which the Maverick Fundamental Quant
Funds invest. The Maverick Fundamental Quant Funds could be subject to changes in the value
that a broker-dealer ascribes to a given position, the amount of margin required to support such
position, the borrowing rate to finance such position and such broker-dealer’s willingness to
continue to provide any such credit to the Maverick Fundamental Quant Funds. In the event a
Maverick Fundamental Quant Fund has no alternative credit facility that could be used to finance
its portfolio in the absence of financing from broker-dealers, it could be forced to liquidate a
substantial portion of its portfolio to meet its financing obligations. The forced liquidation of all or
a portion of a Maverick Fundamental Quant Fund’s portfolio at distressed prices could result in
significant losses to the Maverick Fundamental Quant Fund.
In addition, the Maverick Fundamental Quant Funds’ use of short-term margin borrowings
results in certain risks, such as the potential for margin calls in the event of a decline in value of
pledged securities.
Short Sales
The Maverick Fundamental Quant Funds engage in short selling. Short selling involves
selling securities that are not owned by the short seller and borrowing them for delivery to the
purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows
the investor to profit from a decline in market price to the extent such decline exceeds the
transaction costs and the costs of borrowing the securities.
A short sale creates the risk of a theoretically unlimited loss, in that the price of the
underlying security could theoretically increase without limit, thus increasing the cost to the
Maverick Fundamental Quant Funds of buying those securities to cover the short position. There
can be no assurance that the Maverick Fundamental Quant Funds will be able to maintain the ability
to borrow securities sold short. If unable to do so, the Maverick Fundamental Quant Funds can be
bought in (
i.e., forced to repurchase securities in the open market to return them to the lender).
There also can be no assurance that the securities necessary to cover a short position will be
available for purchase. In the event of a precipitous increase in the value of securities that the
Maverick Fundamental Quant Funds have sold short, the Maverick Fundamental Quant Funds
could be required to purchase the securities at relatively high prices, thereby incurring substantial
losses.
Complexity of Quantitative Strategies
The Quantitative Investment Strategies rely upon complex mathematical calculations and
computer programs. Although Maverick intends to carry out all such calculation and programming
operations with great care, human errors will occur and may adversely impact the efficacy of the
Quantitative Investment Strategies and, in turn, the Maverick Fundamental Quant Funds’
investment performance. Human error similarly may occur in the event Maverick exercises its
discretion to deviate from trading decisions generated by a Quantitative Investment Strategy.
A Quantitative Investment Strategy’s efficacy also may diminish over time as market
conditions or the behavior of market participants changes. There can be no assurance that
adjustments to a Quantitative Investment Strategy to account for such changes will be made before
substantial losses are incurred, or that such adjustments will be correctly designed or implemented.
The use of two or more Quantitative Investment Strategies that are not coordinated from
time to time may result in the Maverick Fundamental Quant Funds holding positions that either
counteract each other or inadvertently amplify exposure to an underlying investment to the
detriment of the Maverick Fundamental Quant Funds’ portfolio performance. In some such cases,
the Maverick Fundamental Quant Funds may incur significant transaction-related expenses without
achieving some (or any) of the economic exposure that the Quantitative Investment Strategies
sought.
The use of computer systems for the collection, organization, compiling and analysis of
data does not ensure that the relevant Quantitative Investment Strategy will generate successful
investment performance, and a Quantitative Investment Strategy is unlikely to be successful unless
the research and assumptions underlying it are sound and assumptions are adjusted to remain sound
in an evolving market environment.
Due to the complexity of quantitative strategies, errors or malfunctions can be highly
difficult or even impossible to detect, anticipate, prevent or correct, despite internal testing and
monitoring of the systems by Maverick. If unaddressed, the impact of such errors on investment
performance can compound. Maverick generally does not intend to disclose any such discovered
events or circumstances.
Reliance on Technology
The successful implementation of the Quantitative Investment Strategies is dependent on
both proprietary and third-party hardware and software, as well as telecommunications systems and
utilities of Maverick and third parties. The successful operation of all such systems is critical to the
intended operation of the Quantitative Investment Strategies. The use of such systems in collating
information or in developing and operating the Quantitative Investment Strategies does not assure
their success. These systems are merely an aid in compiling and organizing information and in
executing algorithms developed by human beings. Accordingly, no assurance is given that the
trading decisions based on such systems will be successful. In addition, malfunctions, omissions,
system crashes, component failure, coding or calculation errors, power loss, physical damage and
other similar events or circumstances may adversely impact the operation of the Quantitative
Investment Strategies and, accordingly, the Maverick Fundamental Quant Funds’ investment
performance. In the case of third-party hardware, software or other systems, such events may be
entirely outside the control of Maverick. Any such problematic circumstances may be the result of
defects, but may also be caused by security breaches (including “hacking”), computer viruses,
human error in using relevant systems or other natural or man-made forces. Any service or
operational interruption to the relevant systems could impact Maverick’s ability to monitor the
Maverick Fundamental Quant Funds’ investments or a Quantitative Investment Strategy’s ability
to generate trading decisions, which may adversely affect investment returns. Maverick maintains
a business continuity plan to facilitate its continued operations in case of any unforeseen events
causing material business interruptions. No assurance can be given, however, that such plan will
be effective in facilitating the ongoing operation of the Quantitative Investment Strategies or the
operations of Maverick generally.
Reliance on Data
The Quantitative Investment Strategies generate investment decisions based on analyses of
data inputs performed according to the underlying programs designed by Maverick. Accordingly,
the utility of such analyses depends on the quality and reliability of the data on which such analyses
are performed. Inputs into the Quantitative Investment Strategies include both proprietary as well
as third-party data. Maverick is not required to verify information received from third parties, and
cannot guarantee the quality or reliability of all data used by the Quantitative Investment Strategies
in rendering trading decisions. The availability of certain data currently utilized by the Quantitative
Investment Strategies or that may be utilized by the Quantitative Investment Strategies in the future
will change over time based on, among other things, changes to such data’s utility, changes to
reporting obligations, vendor changes, legal or regulatory changes, and/or changes in price.
Maverick cannot guarantee that it will have access to any specific data at any given time.
Trading on Set Intervals
Maverick expects to program each Quantitative Investment Strategy to generate goal
positions at specific intervals (based on, without limitation, the nature of the Quantitative
Investment Strategy, the nature and frequency of release of the Underlying Data and, potentially,
the intervals at which other Quantitative Investment Strategies generate goal positions). While
Maverick will make reasonable efforts to program such intervals in a manner that is most conducive
to the profitability of the Quantitative Investment Strategies as a whole, no representation or
assurance can be made that Maverick will be successful in such endeavor or that the Maverick
Fundamental Quant Funds would not have been more profitable had the intervals been programmed
differently. In addition, the intervals at which any given Quantitative Investment Strategy generates
goal positions may increase the volatility, and/or reduce the expected returns, of any other
Quantitative Investment Strategy.
Maverick UCITS Fund
In its role as a sub-adviser to two sleeves of the Maverick UCITS Fund, Maverick also
employs the Quantitative Investment Strategies in managing that fund; as a result, the Maverick
UCITS Fund is subject to the same or similar risk of loss and similar specific risks to those
described above.
Risk of Loss – The Maverick Stable Funds Manager Selection
Investing in the Maverick Stable Funds involves a risk of loss that investors must be
prepared to bear. Maverick believes the Maverick Stable Funds’ greatest risk of loss is associated
with manager selection risk. A substantial portion of the information that Maverick reviews in its
manager selection process is provided by prospective managers. Maverick endeavors to mitigate
that risk by intensive manager review including the use of proprietary and publicly-available
quantitative risk management tools and by diversification among managers as well as investment
strategies and styles.
Multiple Levels of Expense
Investors that are eligible to invest in the Maverick Stable Funds often also will be eligible
to invest directly in one or more of the portfolio investments of the Maverick Stable Funds. By
investing in portfolio investments indirectly through the Maverick Stable Funds, an investor bears
the management fee or the performance allocation/fee at the Maverick Stable Fund level, as
applicable, in addition to any asset-based and performance-based management fees and allocations
at the portfolio investment level. Moreover, an investor in the Maverick Stable Funds bears a
proportionate share of all other fees and expenses of the funds and, indirectly, similar expenses of
the portfolio investments.
Side-pockets
The terms of certain investments may permit the portfolio managers of such portfolio
investments to designate certain investments, typically those that are especially illiquid or hard to
value, as “special situation” (often called “side-pocket”) investments subject to special
redemption limitations. Typically, an investor in a fund holding a side-pocket investment may not
redeem that portion of its investment attributable to the side-pocket investment until the side-
pocket investment is liquidated. In addition, accurate valuation of side-pocket investments prior
to liquidation is typically difficult. Although Maverick monitors the Maverick Stable Funds’
exposure to side-pockets, it is possible that a significant percentage of the Maverick Stable
Funds’ assets could be placed in side-pockets by the portfolio investments in which the funds are
invested, and that such action may limit the liquidity of the funds and its investors as well as
impede accurate valuation of its assets.
Non-Transparency of Portfolio Investments’ Operations
Maverick is unable to control or fully monitor the activities of portfolio investments or
their portfolio managers. A portfolio investment may use investment strategies that differ from its
past practices, are not fully disclosed to Maverick, or that involve risks that are not anticipated by
Maverick. Some portfolio investments have limited operating histories, and some portfolio
managers have limited experience in managing assets.
Risk of Loss – Maverick Seed
Manager Selection
Investing in Maverick Seed involves a risk of loss that investors must be prepared to bear.
Maverick believes that Maverick Seed’s greatest risk of loss is associated with manager selection
risk. A substantial portion of the information that Maverick reviews in its manager selection process
is provided by prospective managers. Maverick endeavors to mitigate that risk by intensive
manager review including the use of proprietary and publicly-available quantitative risk
management tools and by diversification among managers as well as investment strategies and
styles.
Limited Diversification
Maverick Seed has and is expected to have a relatively concentrated portfolio. Maverick
has not established fixed limits and guidelines regarding diversification of investments to be
followed by Maverick Seed. As a result, Maverick Seed’s portfolio could, to a certain degree,
become concentrated in a single portfolio manager, industry, market or sector. The concentration
of risk may increase losses suffered by the fund. It is also possible that Maverick Seed could
become concentrated in any one strategy, and the investments of the strategy may be more illiquid
than investments in another strategy. This limited diversity may lead to greater volatility than
would otherwise be the case, and could expose Maverick Seed to losses disproportionate to market
movements in general.
Multiple Levels of Expense
Investors that are eligible to invest in Maverick Seed often also will be eligible to invest
directly in one or more of Maverick Seed’s portfolio investments. By investing in portfolio
investments indirectly through Maverick Seed, an investor bears the management fee and the
performance allocation/fee at the Maverick Seed level, in addition to any asset-based and
performance-based management fees and allocations at the portfolio investment level. Moreover,
an investor in Maverick Seed bears a proportionate share of all other fees and expenses of the funds
and, indirectly, similar expenses of the portfolio investments.
Side-pockets
The terms of certain investments may permit the portfolio managers of such portfolio
investments to designate certain investments, typically those that are especially illiquid or hard to
value, as “special situation” (often called “side-pocket”) investments subject to special redemption
limitations. Typically, an investor in a fund holding a side-pocket investment may not redeem that
portion of its investment attributable to the side-pocket investment until the side-pocket investment
is liquidated. In addition, accurate valuation of side-pocket investments prior to liquidation is
typically difficult. Although Maverick monitors Maverick Seed’s exposure to side-pockets, it is
possible that a significant percentage of Maverick Seed’s assets could be placed in side-pockets by
the portfolio investments in which the funds are invested, and that such action may limit the
liquidity of the funds and its investors as well as impede accurate valuation of its assets.
Non-Transparency of Portfolio Investments’ Operations
Maverick is unable to control or fully monitor the activities of portfolio investments or
their portfolio managers. A portfolio investment may use investment strategies that differ from its
past practices, are not fully disclosed to Maverick, or that involve risks that are not anticipated by
Maverick. Some portfolio investments have limited operating histories, and some portfolio
managers have limited experience in managing assets.
Risk of Loss – The Maverick Venture Funds General
Investing in the Maverick Venture Funds involves a risk of loss that investors must be
prepared to bear. The types of investments that the Maverick Venture Funds anticipate making
involve a high degree of risk. Financial and operating risks confronting portfolio companies in
which the Maverick Venture Funds invest can be significant. The timing of profit realization is
highly uncertain; losses are likely to occur early in the Maverick Ventures Funds’ term, while
successes often require a long maturation. The marketplace for venture capital investing has
become increasingly competitive. There can be no assurances that attractive candidates will be
found in sufficient quantity to allow all of the capital commitments of the Maverick Ventures Funds
to be drawn within the investment period.
Investment in Companies Dependent Upon New Scientific Developments, Technologies
and Markets
The Maverick Venture Funds plan to focus a significant portion of their investing in
healthcare and technology companies that may be dependent upon new scientific developments,
technologies and markets. The value of interests in the Maverick Venture Funds therefore may be
susceptible to factors affecting the healthcare and technology industries and to greater risk than an
investment in funds that invest in a broader range of securities.
Minority Investments
A significant portion of the Maverick Venture Funds’ investments may represent minority
stakes in privately held companies. In addition, during the process of exiting investments, the
Maverick Venture Funds are likely to hold minority equity stakes if portfolio holdings are taken
public. As is the case with minority holdings in general, such minority stakes that the funds may
hold will have neither the control characteristics of majority stakes nor the valuation premiums
accorded to majority or controlling stakes. The Maverick Venture Funds may also invest in
companies for which the funds have no right to appoint a director or otherwise exert significant
influence. In such cases, the funds will be reliant on the existing management and board of directors
of such companies, which may include representatives of other financial investors with whom the
funds are not affiliated and whose interests may conflict with the interests of the funds.
Reserves
MCV will establish reserves for follow-on investments by the Maverick Venture Funds in
portfolio companies and for each fund’s operating expenses, liabilities and other matters.
Establishing an appropriate amount for such reserves is difficult, especially for follow-on
investment opportunities, which are directly tied to the success and capital needs of portfolio
companies. Inadequate or excessive reserves could impair the investment returns. If reserves are
inadequate, the Maverick Venture Funds may be unable to take advantage of attractive follow-on
or other investment opportunities or to protect their existing investments from dilutive or other
punitive terms associated with “pay-to-play” or similar provisions. If reserves are excessive, the
Maverick Venture Funds may decline attractive investment opportunities or hold unnecessary
amounts of capital in money market or similar low-yield accounts.
Limitations on Ability to Exit Investments
MCV expects to exit from the Maverick Venture Funds’ investments in two principal ways: (i)
private sales (including acquisitions of their portfolio companies) and (ii) initial and secondary
public offerings. At any particular time, one or both of these exits may not be open, or timing with
respect to these exit mechanisms may be inopportune. As such, the ability to exit from and liquidate
portfolio holdings may be constrained at any particular time.
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Maverick does not believe that there have been any legal or disciplinary events that are
material to Maverick’s advisory business or the integrity of Maverick’s management.
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Maverick Capital, Ltd. and its affiliate, Maverick Capital Advisors, L.P. are each registered
as a commodity pool operator and commodity trading advisor with the Commodity Futures Trading
Commission and are members of the National Futures Association but currently conduct their
business in reliance on certain exemptions from registration in such capacities. William Keith
Hennington, Maverick’s CFO, is registered as an associated person of these entities.
Maverick Capital, Ltd. has material business relations with the following affiliated entities:
• MCL Corporation, MCL California, Inc. and MCL Taipei, LLC employ certain
personnel working in New York and Philadelphia, San Francisco and Taipei,
respectively. These entities are not registered investment advisers. They have
overlapping, but not identical, ownership with Maverick. They perform services
relating to Maverick’s investment management business and are compensated by
Maverick Capital, Ltd. under the terms of agreements directly or indirectly with
Maverick Capital, Ltd. These affiliated entities also receive certain research and other
benefits described in Item 12.
• Maverick Capital Advisors, L.P. is the General Partner of Maverick USA, Stable
Partners, MFQ Long, Maverick Seed Master Fund, L.P. and Maverick Seed Partners,
L.P., and the following intermediate investment vehicles through which investments
are made in the Maverick Funds: Maverick Levered Partners, L.P., Maverick Long,
L.P., Maverick Long Enhanced, L.P., Maverick Select, L.P., Maverick Fundamental
Quant, L.P. and Maverick Fundamental Quant Neutral, L.P. It also holds performance
allocation shares of Maverick Fund, Maverick Levered, Maverick Long, Maverick
Long Enhanced, Maverick Select, MFQ and MFQ Neutral as described in the relevant
fund’s offering memoranda.
These entities have been created for operational or structural reasons and generally perform
functions that would be performed by Maverick itself if they did not exist.
MCV is the general partner of Maverick Ventures and Maverick Advisors Fund, and MCV
Management is the management company of both of these funds. MCV and MCV Management
are both affiliates of Maverick. MCV and MCV Management are relying advisers as indicated in
Schedule R of Part 1A of Maverick’s Form ADV.
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Trading Maverick’s Code of Ethics (the “Code”) was adopted in an effort to avoid possible
conflicts of interest, avoid the inappropriate use of material, nonpublic information and ensure the
propriety of its employees’ and partners’ trading activity. The Code contains policies that address,
without limitation: general fiduciary principles, confidentiality, outside activities, gifts and
entertainment, political contributions, personal trading, investor complaints and whistleblowing.
Clients and prospective Clients may obtain a copy of the Code by addressing a request for such
Code to Maverick’s Chief Compliance Officer, 1900 N. Pearl Street, 20th Floor, Dallas, Texas
75201.
The Code is distributed to each Maverick employee at the time of hire. Maverick also
supplements the Code with training upon hire and periodically thereafter.
As investment manager for various Clients, Maverick may give advice, take action, and
refrain from taking action, any of which may differ from advice given, action taken or not, or the
timing of any action, for any other Client. Further, Maverick may recommend or effect transactions
on behalf of its Clients in securities that it or any of its affiliated persons may buy or sell for its or
their own accounts. However, under the Code, all Maverick personnel must, among other things,
always place the interests of Clients first and never abuse their position of trust and responsibility
or take inappropriate advantage of their position.
Maverick’s Code generally prohibits its affiliated persons from investing in the
publicly-traded equity securities that comprise the significant majority of the Clients’ investable
universe (the “Covered Securities”). In addition, Maverick’s affiliated persons must generally pre-
clear sales of Covered Securities from their personal accounts. Maverick also maintains a blackout
period during which it will not authorize sales of securities also sold by its Clients. Maverick further
requires its affiliated persons to obtain pre-approval before participating in private placements,
including in non-Maverick pooled investment vehicles.
Maverick’s affiliated persons are required to have direct broker feeds or duplicate copies
of confirmations and periodic statements with respect to their brokerage accounts sent to Maverick.
Affiliated persons must also provide Maverick with securities holdings reports upon
commencement of employment and thereafter provide certifications of compliance with the Code
on a quarterly basis.
From time to time, Maverick or its affiliated persons come into possession of material
nonpublic information which, if disclosed, might affect an investor’s decision to buy, sell or hold
a security or other instrument. This may occur, for example, where an affiliated person is a director
or officer of a company, the stock of which may be held by a Client. In the event that Maverick or
an affiliated person is in possession of material nonpublic information, Maverick will be unable to
use such information for the benefit of any Client. Thus, Maverick’s possession of such information
may cause a Client to be frozen in a security position or unable to engage in a transaction in that
position until such time that the information is made public.
Affiliated persons may not serve on the boards of for-profit enterprises without Maverick’s
prior approval.
While Maverick does not regularly engage in principal transactions in the ordinary course
of business operations, in instances where Maverick does engage in principal transactions (for
example, in conjunction with the launch or wind-down of a Fund Client), Maverick is required to
effect any such transaction in accordance with the requirements of Section 206(3) of the Advisers
Act.
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The securities transactions of the Clients generate a substantial amount of brokerage
commissions and other transaction-based compensation, all of which will be paid by the Clients.
Maverick has complete discretion in deciding what brokers and dealers the Clients will use and in
negotiating the rates of compensation the Clients will pay. In addition to paying commissions to
brokers acting as agents, the Clients buy or sell securities directly from or to dealers acting as
principals at prices that include dealer markups or markdowns, and buy securities from
underwriters or dealers in public offerings at prices that include compensation to the underwriters
and dealers. Such brokers, dealers or counterparties with which the Clients execute brokerage,
swap, and other transactions may also be in a position to influence or direct the allocation of new
issues or other potentially attractive investment opportunities for the direct or indirect benefit of
Maverick, its affiliates and/or one or more of their respective Clients. There can be no assurance
that a particular Client will participate in the allocation of any such investment opportunity, even
if the relevant broker’s, dealer’s or counterparty’s allocation decision was influenced by the
execution of such Client’s brokerage, swap or other transactions with such broker, dealer or
counterparty.
In selecting brokers to effect portfolio transactions for Clients, Maverick will consider such
factors as price and transaction costs, the ability of the brokers to effect the transactions (taking
into account their size and difficulty), the brokers’ facilities, reliability and financial responsibility,
confidentiality of trading activity, any products or services provided by such brokers, the provision
or payment of the costs of brokerage or research products or services, access to particular markets
and access to credit or favorable terms. Maverick need not solicit competitive bids and does not
have an obligation to seek the lowest available commission cost. Accordingly, in any transaction
or series of transactions, Clients may pay commissions to a broker in an amount greater than the
amount another broker might charge.
Under Section 28(e) of the Securities Exchange Act of 1934, an investment adviser is
generally deemed to have acted lawfully and in a manner consistent with its fiduciary duties under
federal and state law, if the adviser determines in good faith that the commissions charged by a
broker are reasonable in relation to the value of the brokerage and research products or services
provided by such broker. For purposes of Section 28(e), research products or services provided by
a broker include research reports on particular industries and companies, economic surveys and
analyses, recommendations as to specific securities and other products and services (
e.g., quotation
equipment and computer costs and expenses) providing lawful and appropriate assistance to the
investment adviser in the performance of its investment decision making responsibilities, without
regard to whether the research products or services benefit the account bearing the commission
charge.
Maverick will enter into arrangements with brokers serving Clients providing for the use
of commissions or “soft dollars” to pay the costs of certain brokerage and research products or
services. While Maverick generally intends to use soft dollar commissions solely in a manner that
satisfies the conditions of the Section 28(e) safe harbor, the agreements Maverick has with Clients
generally allow Maverick to obtain payment with soft dollars for a broad range of expenses that do
not constitute research or brokerage expenses within the strict meaning of the Section 28(e) safe
harbor (
e.g., computer and telecommunication hardware general news and market information
services, or travel and office equipment expenses incurred by Maverick’s investment staff) and
Maverick’s general operational costs and expenses (such as costs and expenses associated with
supplies, non-research-related staff salaries and employee benefits, postage, rent, and use of
telephones and other utilities). In no event may commissions or soft dollars be used to compensate
a broker for absorbing costs attributable to a Maverick trading or other error. Maverick’s soft dollar
arrangements with brokers condition payment of expenses upon placement of specified levels of
brokerage transactions with that broker, and Maverick allocates a corresponding level of trades to
that broker, subject to Maverick’s obligation to obtain best execution (taking into account the value
of the soft dollar goods and services provided).
If an expense relates to a function which would generally qualify for soft dollar payment
under Maverick’s policy stated above as well as a function that does not (
e.g., Client research and
Maverick administrative functions, respectively), Maverick intends to make a good faith allocation
of the cost between qualifying and non-qualifying functions to determine the portion that may be
paid with soft dollars. The allocation process will attempt to take into account the principal
functions or benefits of the item involved, but will not attempt to measure
de minimis or occasional
non-qualified usage or non-qualified usage of a
de minimis value. It is therefore possible that
payments associated with such non-qualified usage or payments made in error could benefit
Maverick.
In any instance in which Maverick enters into a soft dollar arrangement, a Client generally
pays commissions to the relevant broker that are greater than the amount another broker would
charge or that such broker would otherwise charge, but will only do so if Maverick determines in
good faith that such amount of commissions is reasonable in relation to the value of all of the
property, products and services provided by such broker. In certain cases, Maverick’s soft dollar
arrangements allow for periodic rebates of the unused soft dollar credits to the Clients’ accounts.
Maverick is not required to allocate the benefits provided with a particular soft dollar
expenditure to a particular Client and generally does not do so. Because many of Clients share
many investments in common, those Clients will also share many of the soft dollar benefits derived
from their collective trading. The benefits derived by any Client, however, may not be proportional
to the costs incurred. Because brokers are generally not used when making fund of funds or venture
capital investments, the Maverick Stable Funds and the Maverick Venture Funds, respectively, are
not expected to generate commissions, nor are they expected to receive soft dollar benefits derived
from trading by Maverick’s other Clients.
Subject to seeking best execution, Maverick also considers other relationships as factors in
the selection of securities dealers or brokers. For example, brokers to Maverick’s Clients have in
the past, do and may in the future, refer investors to Maverick-managed Fund Clients or engage in
other transactions with Maverick. From time to time providers of Client brokerage services also
provide incidental consulting services and other advice with respect to Maverick’s operations and
other matters on a formal or informal basis. The provision of such services or advice may or may
not be subject to formal agreements (including confidentiality agreements) and may or may not be
compensated, depending on the extent of the services provided. Provision of services, including
client referrals, could provide Maverick with an incentive to select the respective broker-dealer for
Client transactions without regard to best execution. Maverick will, however, provide
compensation that Maverick considers to be arm’s length in any case in which such services have
material value and will endeavor not to allocate brokerage transactions to a provider of such
services as compensation for client referrals or other services or otherwise in violation of
Maverick’s duties to its Clients.
Maverick strives to allocate investment opportunities among Clients in a fair and equitable
manner to provide, over time, meaningful investments for all Clients. In the absence of legal or
other limitations, investment trades for Clients that pursue the same or related investment programs
are typically aggregated and allocated among those Clients in a manner intended to cause the
holdings of the related security or group by each to be proportional to the net asset value of such
Client’s portfolios or account values, as applicable, as adjusted for each Client’s exposure, leverage
and other targeted parameters and taking into account each Client’s reasonably anticipated
upcoming capital adjustments. To the extent practicable, each Clients will bear any burdens or costs
associated with special limitations (
e.g., investment or trading restrictions) associated with that
Client.
Maverick periodically rebalances the portfolios of certain Clients with similar investment
portfolios through cross-trade transactions. Any such rebalancing transactions will involve only
securities for which market quotations are readily available. Such transactions generally will be
effected directly between accounts or through a broker at the last sales price for the relevant security
on the principal exchange or other market on which such security is traded on the date of the
relevant transaction (or on the immediately preceding day if the transaction is effected at the
opening of the market). While Maverick does not do so regularly, Maverick may also utilize cross-
trade transactions for purposes other than rebalancing if Maverick believes that doing so will be in
the applicable Clients’ best interest.
Since multiple Clients invest in a common portfolio of publicly traded securities, common
securities trades on common terms for multiple Clients may, and often will, be aggregated into one
or more larger orders, which are placed with one or more brokers for execution. Maverick is not
obligated, however, to place all transactions on an aggregated basis, and, as in the case of
transactions on disparate terms (
e.g., transactions executed as orders subject to market terms as
opposed to orders subject to price limits), Maverick may be unable to aggregate transactions. As a
result, transactions for different Clients, including transactions in the same or similar securities at
the same or similar times, may be executed at different prices.
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Maverick reviews all Clients’ portfolios on a regular basis as part of its regular investment
management and trade settlement processes. The frequency of such reviews depends on the
investment program of the Client and may range from daily in the case of certain Clients to monthly
or quarterly in the case of others. Non-periodic reviews may be undertaken because of, among other
things, changes in market conditions, changes to a Client’s investment objective or material
changes to Maverick’s policies and/or legal obligations. The financial statements of the Fund
Clients are audited annually by independent public accountants.
Maverick typically provides periodic written reports to clients and investors in the
Maverick Funds, the Maverick Fundamental Quant Funds, the Maverick Stable Funds, Maverick
Seed and the Maverick Venture Funds which set forth various financial data and information. In
addition to standardized materials provided to all investors in a Fund Client, Maverick often
provides individual investors with additional information in response to their questions and requests
for due diligence meetings and questionnaires and other communications, the content and
frequency of which may vary.
Investors in the Maverick Funds, the Maverick Fundamental Quant Funds, the Maverick
Stable Funds and Maverick Seed receive unaudited monthly account statements reflecting the
performance of their investments. Investors in the Maverick Venture Funds receive unaudited
quarterly account statements. In addition, investors in the Maverick Funds, the Maverick
Fundamental Quant Funds and the Maverick Stable Funds are provided access to a password-
protected website that contains information about the Maverick Funds’, the Maverick Fundamental
Quant Funds’ and Maverick Stable Funds’ investment performance.
Investors in the Maverick Funds, the Maverick Fundamental Quant Funds, the Maverick
Stable Funds, Maverick Seed and the Maverick Venture Funds receive the Fund Client’s audited
financial report annually and, if applicable, the information necessary for the investor to complete
its annual federal income tax return. An investor in a Fund Client may also periodically request the
value of its investment.
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Maverick is a party to agreements with third-party solicitors pursuant to which Maverick compensates the solicitor for Separate Account Client and/or Fund Client investment referrals.
With respect to Fund Client investment referrals, such investments in a Fund Client will generally
be subject to the Fund Client’s standard terms and conditions and will not be subject to any
incremental fees or allocations payable to Maverick or any affiliate as a result of such solicitation
agreement;
provided,
however that investors in Series DX-A interests and shares in Maverick USA
and Maverick Fund, respectively, that are introduced by one solicitor are subject to incremental
expenses, payable to the solicitor, as disclosed in the relevant Fund Client’s offering materials.
With respect to Separate Account Client referrals, applicable prospective Clients, if any, would be
provided with appropriate disclosure with respect to the applicable solicitation arrangements.
Maverick also receives client referrals from brokers providing services to Clients. See Item
12 above.
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Maverick and certain of its affiliates are generally deemed to have custody of Fund Client
assets and, where applicable, intend to comply with certain requirements of Rule 206(4)-2 under
the Investment Advisers Act (the “Custody Rule”), and to qualify for exemption from certain other
requirements of the Custody Rule, by satisfying the conditions of the Custody Rule’s pooled vehicle
annual audit provision. Fund Clients’ funds and securities (other than certain privately placed, non-
certificated securities) are held by “qualified custodians” within the meaning of the Custody Rule.
The qualified custodians do not send account statements to Fund Client investors.
After the end of each Fund Client’s fiscal year, investors in the Fund Clients receive audited
financial statements, certified by an independent public accountant that is registered with, and
subject to regular inspection by, the Public Company Accounting Oversight Board within 120 days
(180 days for the Maverick Stable Funds and Maverick Seed) after the end of each fund’s fiscal
year.
Investors in a Fund Client who have not received audited financial statements in a timely
manner should contact Maverick immediately.
Maverick generally structures Separate Account Clients so as to avoid being deemed to
have custody of the funds or securities of such Clients for purposes of the Custody Rule.
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Maverick has been granted discretionary authority to manage the securities accounts of its
Clients pursuant to the investment management agreements entered into with such Clients.
Maverick endeavors to buy and sell securities and other instruments for its Clients on a
discretionary basis in a manner consistent with each Client’s stated investment objectives and
restrictions. MCV and MCV Management have been granted discretionary authority to manage the
investments of the Maverick Venture Funds pursuant to management services and limited
partnership agreements entered into with the Maverick Venture Funds and have committed that
Maverick will generally offer new venture capital investment opportunities solely to the Maverick
Venture Funds. Separate Account Clients may have negotiated restrictions relevant to their
particular circumstances.
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Maverick’s investment management agreements with its Fund Clients grant Maverick the
authority to cast all proxy votes. Maverick has adopted a proxy voting policy, as required by Rule
206(4)-6 under the Investment Advisers Act. The policy provides that Maverick will act in the best
interests of Fund Clients in determining whether and how to vote on any proxy voting matter.
Unless otherwise agreed to with a Client, Maverick will classify all requests for stockholder voting
authority and related proxy materials as “Routine” (
e.g., uncontested director elections,
reappointment of independent audit firms, and issues reflecting social or environmental concerns)
or “Non Routine” and vote accordingly. In the case of any Routine matter, Maverick will generally
vote in accordance with the recommendations of the issuer’s management unless, in Maverick’s
opinion, such recommendations are not in the best interests of the Clients. Notwithstanding the
foregoing, due to the quantitative nature of their investment program, proxy materials received with
respect to the Maverick Fundamental Quant Funds will generally not be voted;
provided however
that if the Maverick Fundamental Quant Funds hold the same security as another Client on whose
behalf Maverick intends to vote, Maverick may vote the Maverick Fundamental Quant Funds’
securities in the same manner as it votes the other Client’s securities.
Maverick’s Portfolio Manager, relevant Sector Head, General Counsel and Chief
Compliance Officer will consult with each other concerning the best method to resolve any actual
or apparent conflict between the interests of Maverick and its Clients in a manner that affords
priority to the interests of Maverick’s Clients taken as a whole. If the conflict is personal to either
the Portfolio Manager or Sector Head, the Portfolio Manager will designate others to address the
issues presented by the proxy vote.
Separate Account Clients may have negotiated terms in their investment management
agreements that provide for the retention or delegation of voting rights in accordance with their
circumstances.
Clients may obtain a copy of the policy and information on how Maverick voted proxies
for each applicable Client by addressing a request for such policy or information to Maverick’s
Chief Compliance Officer, 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201.
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Open Brochure from SEC website