Fees and Compensation — Form ADV Part 2A (7/31/2023)
[Brochure]
Item 5 – Fees and Compensation
A. Advisory Fees and Compensation – Imara receives an asset-based fee from each Fund
in an amount equal to 1.5% per annum of the Fund’s net asset value (the “Management
Fee”). The Management Fee is payable monthly in arrears.
Imara receives a performance fee (the “Performance Fee”) from the Zimbabwe Fund. The
Performance Fee is equal to 15% of the annual net profit attributable to each share of the
Zimbabwe Fund and is subject to a high-water mark. Imara has abolished the performance
fee in respect of the African Opportunities Fund.
Imara also receives not more than 5% of the subscription price of the shares of each Fund
(the “Sales Charge”). Imara may determine that all or any portion of the sales may be
waived in respect of any Fund investor.
Generally, all investors in a Fund pay identical fees. However, the amount of the
Management Fee, Performance Fee and/or Sales Charge charged to any investor in a Fund
may be waived or reduced for founder investors in a Fund.
B. Payment of Fees – Management Fees are calculated based on each Fund’s net asset value
as of each monthly valuation day and are deducted from the assets of the Fund monthly in
arrears.
The Performance Fee for the Zimbabwe Fund is calculated at the end of each fiscal
financial year by reference to the net asset value of the Zimbabwe Fund as a whole. An
equalization factor is applied to shares purchased intra-year to ensure that broad equitable
principles are applied as between individual investors. The Performance Fee is payable
within 10 business days of each fiscal financial year end and, with respect to shares
redeemed intra-year, within 10 business days of such redemption.
The Sales Charge is deducted from subscription price paid by shareholders for their
shareholdings.
C. Other Fees and Expenses – Investors in each Fund also bear Fund expenses including,
but not limited to: fees payable to the Fund’s administrator, custodian and directors; audit,
legal and other professional expenses; investment expenses, including brokerage
commissions and transaction fees; government filing fees; listing fees; other operational
expenses and organizational expenses. To the extent that any Fund invests in other
collective investment funds, investors will bear a pro-rata portion of the fees charged by
such fund to its investors. However, to the extent that any Fund invests in a collective
investment fund managed by Imara, investors will not be subject to two layers of fees. Any
redemption fee is payable to relevant Fund and inures to the benefit of the non-redeeming
investors.
Fund investors are subject to the foregoing fees and expenses, as well as the Management
Fee and the Sales Charge regardless of whether any profit is made on their investment.
D. Prepayment of Fees – As noted in Item 5(B) above, the Sales Charge is deducted from
the subscription price paid by Fund investors and reduces the amount of the investor’s
investment in the applicable Fund. No portion of the Sales Charge is refunded upon
redemption from the Fund.
E. Additional Compensation and Conflicts of Interest – No supervised person of Imara
accepts compensation for the sale of securities or other investment products. Imara may
utilize brokers that are part of the Imara Group. Such brokers are operationally separate
from Imara and neither Imara nor any supervised person of Imara receives any financial or
other benefit from any such transaction. Imara undertakes not to favor its affiliated brokers
over other brokerage firms by always selecting brokers for the Funds in accordance with
its best execution policy. Imara’s best execution policy is described in Item 12.
Account Minimums and Types of Clients — Form ADV Part 2A (7/31/2023)
[Brochure]
Item 7 – Types of Clients
Imara provides investment advisory services to collective investment vehicles. As discussed in
Item 4, only the Africa Opportunities Fund and the Zimbabwe Fund are open to investment by
U.S. persons. Investment in the Funds is only open to sophisticated, knowledgeable investors. All
U.S. investors are required to be accredited investors, as defined in Rule 501 under the Securities
Act of 1933, as amended and qualified purchasers as defined in Section 2(a)(1) (51)(A) of the
Investment Company Act of 1940. The minimum initial investment in a Fund is $100,000.
Imara also provides investment advisory services to one collective investment vehicles that is not
open to investment by U.S. persons. In the future, Imara may provide advisory services to
additional investment funds and/or separately managed accounts for high net worth individuals or
institutional investors. Imara may also determine to open other investment funds it currently
manages to investment by U.S. persons.
Shares of the Imara African Opportunities Fund are listed on both the Irish Stock Exchange and
the Stock Exchange of Mauritius.