Item 5: Fees and Compensation
Investors will be invested into either the Cayman or US feeder funds via the Institutional Series
Interest share class or the Founders Series Interest share class. Zama Capital will receive an
annual Institutional Series Interest in the Cayman Feeder Fund or U.S. Feeder Fund share
classes (the “Institutional Series”) of 0.4375% paid in advance quarterly (1.75% annually) and a
Founders Series Interest in each share classes (the “Founders Series”) of 0.3125% be collected
quarterly in advance on the Cayman Feeder and U.S. Feeder (1.25% annually) unless
superseded by individual side letter agreements.
At the sole discretion of the Firm, the Management Fee may be waived, reduced or calculated
differently with respect to the accounts of certain investors.
A Performance Allocation will also be received as an incentive allocation based on the net
profits of 15% per annum to the Founders Series and 20% per annum for the Institutional
Series. The amount of any remaining loss will be recovered before any high water mark is
reached.
The Master Fund will be responsible for the Management Fee paid to Zama Capital.
Management fees and performance allocations are deducted from the Master Fund’s account
through administrator instruction.
Zama Capital is responsible for all overhead expenses, except to the extent such expenses
are provided for through soft dollars generated by the Funds or are Fund expenses as provided
below.
All other expenses are paid by the Funds and include: the Management Fee; investment
expenses (e.g., expenses that, in the General Partner or Zama Capital’s discretion, are related
to the investment of the Master Fund’s assets, whether or not such investments are
Zama Capital Advisors, LP Form ADV Part 2A
consummated, such as brokerage commissions, expenses relating to short sales, clearing and
settlement charges, custodial fees, bank service fees and interest expenses); investment-
related travel expenses (which are travel expenses incurred by Zama Capital or the Firm
related to the purchase or sale of, or due diligence regarding, the Master Fund’s investments,
whether or not such investments are consummated; professional fees (including, without
limitation, expenses of consultants, investment bankers, attorneys, accountants and other
experts) relating to investments; fees and expenses relating to software tools, programs or
other technology utilized in managing the Master Fund’s portfolio (including, without
limitation, third-party software licensing, implementation, data management and recovery
services and custom development costs); research and market data (including, without
limitation, any computer hardware and connectivity hardware (e.g., telephone and fiber optic
lines) incorporated into the cost of obtaining such research and market data); administrative
expenses (including, without limitation, fees and expenses of the Fund administrator); legal
expenses; external accounting and valuation expenses (including, without limitation, costs
relating to valuation software); audit and tax preparation expenses; costs related to errors
and omissions insurance and directors and officers insurance for the Firm and Zama Capital;
costs of printing and mailing reports and notices; entity-level taxes; corporate licensing;
regulatory expenses (including, without limitation, expenses related to preparing and making
regulatory and compliance filings associated with the Fund and its investment activities, such
as filing fees and costs of software, systems and consultants utilized in connection with the
preparation and making of such filings); organizational expenses; expenses incurred in
connection with the offering and sale of the interests and other similar expenses related to
the Fund (other than any fees payable to any placement agent, which will be paid by Zama
Capital either directly or indirectly by reducing the Management Fees owed to Zama Capital);
fees of members of any advisory or similar committee of the Fund; indemnification expenses;
and extraordinary expenses. Generally, Fund expenses, other than the Management Fee and
any expenses which the Firm determines in its sole discretion should be allocated to a
particular investor or investors (including investor-related taxes), will be charged to the capital
accounts of all the investors on a pro rata basis. To the extent that expenses to be borne by
the Fund are paid by the Firm, the Fund will reimburse such party for such expenses.
Zama Capital and its employees do not accept compensation, including sales charges or service
fees, from any person for the sale of securities or other investment products.
From time to time Zama Capital may participate in side letter arrangements with investors of
the Fund, primarily to accommodate an investor’s particular tax, legal or regulatory
requirements, as long as they are not materially different from terms afforded to all other
investors. The Funds will not grant more favorable fees, withdrawal rights or transparency
rights in any side letter agreement. Zama Capital always acts in the best interest of the Funds
and investors. For additional information surrounding this policy please contact Justin
Mauskopf, Zama Capital’s Chief Compliance Officer (“CCO”).