Fees and Compensation — Form ADV Part 2A (3/30/2026)
[Brochure]
Item 5 – Fees and Compensation
Item Describe how you are compensated for your advisory services. Provide your fee
5.A schedule. Disclose whether the fees are negotiable.
Note: If you are an SEC-registered adviser, you do not need to include this
information in a brochure that is delivered only to qualified purchasers as defined
in section 2(a)(51)(A) of the Investment Company Act of 1940.
Fund Fees
Please see below a summary of the Management Fee, Incentive Allocation and
Redemption Fee of the Fund:
Management Incentive
Share Series Redemption Fee
Fee Allocation
Employee 1.0% Nil Nil
3% (0-12 months)
and 5% for
redemption of
Founder 1.5% | 1.25%* 15% Shares without
being subject to
any Redemption
Gate
5% (0-12 months)
and 5% for
redemption of
Series A 1.75% 20.0% Shares without
being subject to
any Redemption
Gate
2% (0-12 months)
and 5% for
redemption of
Series Y 1.50% 17.0%** Shares without
being subject to
any Redemption
Gate
3% (0-12 months)
and 3% for
redemption of
Series Z 1.50% 20.0% Shares without
being subject to
any Redemption
Gate
*Adjustment based on AUM of US $500 million.
*Subject to a hurdle of 3% per annum and an offset of certain Management Fees
as described in the sub-section headed “Incentive Allocation” below.
With respect to Founder Shares, Series A Shares and Employee Shares, a management
fee (the "Management Fee") is payable by the Master Fund to the Adviser monthly in
arrears determined on the basis of the Net Asset Value of the Founder Shares, Series A
Shares and Employee Shares (as the case may be) as of the valuation date of the relevant
month. The relevant Net Asset Value for the purpose of calculating the Management Fee
is (i) net of all the Funds costs and expenses accrued during the month but (ii) gross of
the Management Fee of the relevant month and the Incentive Allocation (in the case of
Founder Shares and Series A Shares) (if any) accrued since the date of the prior high
watermark.
The Management Fee in relation to Founder Shares is equal to (i) 1/12th of 1.5% per
month (i.e. 1.5% per annum) if the sum of the assets under management of the Fund
together with the assets under management of any vehicle(s) established by the Adviser
to co-invest with the Fund is below US$500 million as of the valuation date of the
relevant month and (ii) 1/12th of 1.25% per month (i.e. 1.25% per annum) if the sum of
the assets under management of the Fund together with the assets under management of
any vehicle(s) established by the Adviser to co-invest with the Fund is equal to or
exceeds US$500 million as of the valuation date of the relevant month.
The Management Fee in relation to Series A Shares is equal to 1/12th of 1.75% per
month (i.e. 1.75% per annum).
The Management Fee in relation to Employee Shares is equal to 1/12th of 1.0% per
month (i.e. 1.0% per annum).Kaizen offers a similar fee structure and performance fee
to each Sub-advised Fund depending on size and commitment period. (i.e. Management
Fee between 1 to 1.75% and Incentive Allocation between 15 and 20%.)
Incentive Allocation
The Adviser is entitled to an incentive allocation (the "Incentive Allocation") from each
sub-series of Founder Shares, Series A Shares and Series Z Shares on the last valuation
day of each Financial Year (the "Calculation Date"). The Master Fund will distribute
the Incentive Allocation to the Adviser by way of a cash dividend. No Incentive
Allocation is made with respect to Employee Shares.
The Incentive Allocation equals (a) with respect to each sub-series of Founder Shares,
15% per annum; and (b) with respect to each sub-series of Series A Shares and Series Z
Shares, 20% per annum, in each case over the prior high watermark, multiplied by the
number of relevant shares of such sub-series of shares as of such Calculation Date. The
relevant Net Asset Value for the purpose of calculating the Incentive Allocation for a
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