Fairway Private Equity & Venture Capital Opportunities Fund Announces Fourth Quarter and Full Year Results

Fairway Capital Management (“Fairway”) announced today that Fairway Private Equity & Venture Capital Opportunities Fund (the “Fund”) increased in Net Asset Value by 2.82% in the quarter ended December 31, 2023. For the year ended December 31, 2023, the Fund returned 13.87%. The S&P 500 index returned 11.69%, and 26.29% during the same periods. Since its December 29, 2021, inception date, the Fund has returned 3.76%. The S&P 500 index returned 1.41% during the same period.*

The Fund, which is registered under the Investment Company Act of 1940 (the “’40 Act”), provides qualified investors exposure to venture capital and private equity investments through primary, secondary and co-investment strategies that are typically available only to large institutional investors.

Fairway Founding Partner Kevin Callahan issued the following statement:

“After two-plus years, we are very pleased with the Fund's performance, and the fourth quarter was another solid quarter. Most importantly, we are very happy with the quality of the investments in the portfolio. In launching the fund, our goal was to deliver a truly institutional-quality private equity and venture capital portfolio in a '40 Act fund structure. Historically, it may have been difficult for qualified investors to access high-quality private equity and venture capital investments, particularly in what we believe is a user-friendly structure. We believe our competitive advantage lies in the fact that our investment team has access to many highly sought-after funds through relationships developed over many decades. The portfolio reflects this access."

"We believe the portfolio is well positioned to deliver attractive performance going forward. Our co-investments have delivered strong results, and we believe the companies are high growth businesses operating in attractive sectors. Our primary fund investments include several established firms with highly recognizable franchises, as well as some newer funds raised by experienced managers that we believe will generate attractive performance. We are quite excited to have these managers investing fresh capital in the current environment. Further, we continue to see very strong deal flow with numerous opportunities across all types of investments - primary, secondary and co-investments."

As a ’40 Act fund, Fairway Private Equity & Venture Capital Opportunities Fund offers greater flexibility than a traditional, institutionally oriented private equity investment vehicle. The evergreen structure provides immediate and continuous exposure to high-quality private equity and venture capital investments. Investments can be made on a quarterly basis. The Fund’s redemption feature allows for liquidity on a quarterly basis, subject to limitations. Importantly, the Fund features Form 1099 tax reporting, simplifying the tax return process.

The Fairway team includes veteran private equity professionals with total collective experience of 100+ years and deep relationships with many leading private equity and venture capital General Partners. Team members are:

1. Tom Gladden previously was a Partner on the Adams Street Partners Primary Investment Team (2002–2016).
2. Kathy Wanner previously was Partner and Manager of the Adams Street Partners U.S. Primary Investment Team (1993–2015).
3. Laura Milligan was Director of Private Equity for The Boeing Company (2014–2019). In addition, she worked at Mercer Investment Consulting (2010–2014) and Adams Street Partners (2005–2008).
4. Kai Moon, Investment Analyst, is a 2020 graduate from Binghamton University’s School of Management.
5. Lauren Bozzelli previously was a Partner on the Client Service, Corporate and Fund Accounting teams at Adams Street Partners (2007–2017). In addition, she worked at KPMG (2004–2007).
6. Kevin Callahan previously was the Chief Operating Officer at Adams Street Partners (1994–2016).
7. Patrick McGarvey was a Managing Director at GCM Grosvenor, and previously spent 17 years on Wall Street with senior roles at Goldman Sachs, Merrill Lynch and DLJ.
8. John Callahan worked at Headlands Tech Global Markets (2015–2021) and then was a Vice-President at TD Securities (2021–2023) upon its acquisition of HTGM.

Media Contact

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About Fairway Capital Management

Fairway Capital Management is an investment manager focused on private equity and venture capital investments, headquartered in Chicago.

For more information about Fairway Capital Management, please visit fairwaycapm.com.

Glossary of Terms

Primary Investments: Investments in newly established funds.

Secondary Investments: Investments in existing funds that are acquired in privately negotiated transactions.

Co-investments: Direct investment in identified operating companies, typically alongside one or more portfolio funds.

Venture Capital: Investments in new and emerging companies are usually classified as venture capital. Such investments are often in healthcare, internet-enabled or other technology-related industries. Companies financed by venture capital are generally not cash flow positive at the time of investment and may require several rounds of financing before the company can be sold privately or taken public. The Fund’s venture capital investments may finance companies along the full path of development or focus on certain sub-stages (usually classified as seed, early and late stage) in partnership with other investors.

Seed/Early-Stage: Typically involves investments in businesses still in the conceptual stage, or where products may not be fully developed and where revenues and/or profits may be several years away.

Growth Equity/Later-Stage: Typically involves minority investments in established companies with strong growth characteristics. Companies that receive growth capital investments typically are enterprises earlier in their development with some level of revenue and visibility to break-even or positive cash flow.

Buyouts: Investments that provide equity capital for acquisition transactions either from a private seller or the public are usually classified as buyouts. The Fund’s buyout investments may represent the purchase of an entire company, or a refinancing or recapitalization where equity is purchased. Borrowing is often employed in these transactions at the company level. A controlling interest in the company is often, but not always, obtained by the private equity fund or an investor group of which it is a member.

Special Situations/Other Private Assets: A broad range of investments including private debt instruments, infrastructure investments and distressed debt/turnarounds make up a portion of the private equity market. The Fund’s special situations investments may include senior and/or subordinated debt which is secured and/ or unsecured and, potentially as a component of the transaction, preferred or common equity, warrants and other securities offered in connection with such debt. The value drivers and cash flow characteristics of these funds are frequently distinct from those of other private equity investments, complementing a buyout and venture capital portfolio.

Investors should carefully consider the investment objectives, risks, and charges and expenses of the Fund before investing. This and other important information about the Fund is contained in the Prospectus, which can be obtained at www.fairwaycapm.com. The Prospectus should be read carefully before investing. The Fund is distributed by Ultimus Fund Distributors, LLC. There is no affiliation between Ultimus Fund Distributors, LLC and Fairway Capital Management, LLC.

Important Risk Information

The Fund has been organized as a non-diversified, closed-end management investment company and designed primarily for long-term investors. Shares are speculative and illiquid securities involving substantial risk of loss. Investment in the Fund is not suitable for all investors. An investor should not invest in the Fund if the investor needs a liquid investment. Shares are not listed on any securities exchange, and it is not anticipated that a secondary market for shares will develop. Shares are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Agreement and Declaration of Trust. Although the Fund may offer to repurchase Shares from time to time, Shares will not be redeemable at a Shareholder’s option, nor will they be exchangeable for shares of any other fund. As a result, an investor may not be able to sell or otherwise liquidate his or her Shares. Shares are appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment and for whom an investment in the Fund does not constitute a complete investment program.

The Fund is a “non-diversified” management investment company. Thus, there are no percentage limitations imposed by the 1940 Act on the Fund’s assets that may be invested, directly or indirectly, in the securities of any one issuer. Consequently, if one or more Fund Investments are allocated a relatively large percentage of the Fund’s assets, losses suffered by such Fund Investments could result in a higher reduction in the Fund’s capital than if such capital had been more proportionately allocated among a larger number of investments.

Class I Total Annual Expenses after Acquired Fund Fees: 4.17%

Class I Total Annual Expenses Before Fee Waivers and Acquired Fund Fees: 9.72%

The Adviser has entered into an expense limitation agreement (the Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to reduce the Management Fee payable to it (but not below zero), and to pay any operating expenses of the Fund, to the extent necessary to limit the operating expenses of the Fund (excluding brokerage commissions and other similar transactional expenses, interest (including interest incurred on borrowed funds and interest incurred in connection with bank and custody overdrafts), other borrowing costs and fees including interest and commitment fees, taxes, acquired fund fees and expenses, incentive fees to be paid to the Adviser, litigation and indemnification expenses, judgments, and extraordinary expenses) to the annual rate (as a percentage of the net assets of the applicable class of Shares of the Fund, as calculated at the end of each calendar quarter) of 2.70% and 2.00% with respect to Class A Shares and Class I Shares, respectively (the “Expense Cap”). For a period ending three years after the end of the month in which the Adviser waives its Management Fee or pays any operating expenses of the Fund pursuant to the Expense Cap, the Adviser may recoup amounts waived or incurred to the extent such recoupment does not cause the Fund’s operating expense ratio (after recoupment and excluding brokerage commissions and other similar transactional expenses, interest (including interest incurred on borrowed funds and interest incurred in connection with bank and custody overdrafts), other borrowing costs and fees including interest and commitment fees, taxes, acquired fund fees and expenses, incentive fees to be paid to the Adviser, litigation and indemnification expenses, judgments, and extraordinary expenses) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation Agreement will continue in effect through July 31, 2024, and will renew automatically for successive periods of one year thereafter, unless written notice of termination is provided by the Adviser to the Fund not less than ten (10) days prior to the end of the then-current term. The Board may terminate the Expense Limitation Agreement at any time on not less than ten (10) days’ prior notice to the Adviser, and the Expense Limitation Agreement may be amended at any time only with the consent of both the Adviser and the Board.

The Fund Investments will include direct and indirect investments in various companies, ventures and businesses (“Portfolio Companies”). This may include Portfolio Companies in the early phases of development, which can be highly risky due to the lack of a significant operating history, fully developed product lines, experienced management, or a proven market for their products. The Fund Investments may also include Portfolio Companies that are in a state of distress, or which have a poor re- cord, and which are undergoing restructuring or changes in management, and there can be no assurances that such restructuring or changes will be successful. The management of such Portfolio Companies may depend on one or two key individuals, and the loss of the services of any of such individuals may adversely affect the performance of such Portfolio Companies. Some or all of the Portfolio Fund Managers (subject to applicable law) and the Fund may use options, swaps, futures contracts, forward agreements and other derivatives contracts. Transactions in derivative instruments present risks arising from the use of leverage (which increases the magnitude of losses), volatility, the possibility of default by a counterparty, and illiquidity. Use of derivative instruments for hedging or speculative purposes by the Fund or the Portfolio Fund Managers could present significant risks, including the risk of losses in excess of the amounts invested.

As an indirect investor in the Portfolio Funds managed by Portfolio Fund Managers that are not registered as investment advisers, the Fund will not have the benefit of certain of the protections of the Advisers Act. The securities of the Portfolio Funds in which the Fund invests or plans to invest will generally be illiquid. The Adviser does not control the investments or operations of the Portfolio Funds. A Portfolio Fund Manager may employ investment strategies that differ from its past practices and are not fully disclosed to the Adviser and that involve risks that are not anticipated by the Adviser.

In view of the risks noted above, the Fund should be considered a speculative investment and prospective investors should invest in the Fund only if they can sustain a complete loss of their investment. No guarantee or representation is made that the investment strategy of the Fund will be successful, that the various Portfolio Funds or Co-Investments selected will produce positive returns, or that the Fund will achieve its investment objective. Please see the Prospectus for additional risk information.

17916491-UFD 02/26/2024

*The performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information current to the most recent quarter-end, please call toll-free (877) 792-0924.

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