Item 5. Fees and Compensation
ADVISORY FEES – POOLED INVESTMENT VEHICLES
The annual fee for Zebra Capital’s management services for pooled investment vehicles
will be charged on a periodic basis as a percentage of assets under management based
upon a number of factors, including investment strategy (e.g., long-short, long only, or
others), amount of assets, client circumstances and nature of services, among others. A
specific fee schedule will be determined and agreed upon with each pooled investment
vehicle client and documented in the client investment management agreement.
Under certain circumstances, Zebra Capital is entitled to receive performance-based fees
in an amount and calculated according to each client's organizational and/or offering
documents, if any, and client agreements. Performance-based fees are payable in arrears
with respect to an investor’s interest. Investors and prospective investors should review
the organizational and/or offering documents, if any, and client agreements for complete
information regarding any performance incentive fees.
Advisory fees are negotiable under certain circumstances depending on the services
provided, amount of assets, nature of services provided and particular client
circumstances, among other reasons as noted above. Detailed information about the
pooled investment vehicle’s fees, fee waivers and expenses is included and available in
each pooled investment vehicle’s relevant offering documents.
ADVISORY FEES - MANAGED ACCOUNTS
The annual fee for Zebra Capital’s management services for Managed Accounts will be
charged on a periodic basis as a percentage of assets under management based upon a
number of factors, including investment strategy (e.g., long-short, long only, or others),
amount of assets, client circumstances and nature of services, among others. A specific
fee schedule will be determined and agreed upon with each managed account client and
documented in the client investment management agreement.
Under certain circumstances, Zebra Capital is entitled to receive performance-based fees
in an amount and calculated according to each client's organizational and/or offering
documents, if any, and client agreements. Performance-based fees are payable in arrears
with respect to an investor’s interest. Investors and prospective investors should review
the organizational and/or offering documents, if any, and client agreements for complete
information regarding any performance incentive fees.
Advisory fees are negotiable under certain circumstances depending on the services
provided, amount of assets, nature of services provided and particular client
circumstances, among other reasons as noted above.
Zebra Capital recommends a minimum of $50 million of assets under management for a
managed account relationship.
At the sole discretion of Zebra Capital, the annual fee, performance-based fee and
minimum required amount of assets under management for managed account clients who
are affiliates or “knowledgeable employees” of Zebra Capital, members of the immediate
families of such persons, significant investors or other entities may be waived, reduced,
or calculated differently than the annual fee and performance fee payable by, and
minimum amount of assets under management for, other managed account clients.
LICENSING FEES
In general, licensing fees payable to Zebra Capital under its licensing arrangements are
payable based upon a percentage of the average daily asset value of applicable assets. In
other cases, such licensing fees may be based upon a portion of the fee(s) collected by the
licensee and/or sub-licensee(s) from its and/or their client(s). Each licensing
arrangement, including fee compensation structure, is negotiated on a case-by-case basis.
ADDITIONAL INFORMATION
Advisory Fees Generally: Similar advisory services may (or may not) be
available from other investment advisers for similar or lower fees.
Custodian and Direct Debiting of Fees: Assets of each Zebra Client will be
maintained by one or more qualified custodians, in accounts in the name of the
Zebra Client. The custodian is authorized to pay the management fees and
performance-based fees immediately upon receipt of Zebra Capital's invoice, with
consent of investors.
Different Fee Schedules: Zebra Capital’s and Zebra Advisors’ fees, including any
performance-based fee, may be discounted or waived with respect to any investor
in any Pooled Investment Vehicle for any particular period of time at the sole
discretion of Zebra Capital or Zebra Advisors, as applicable. This discounted rate
or waiver is not available to all or even most investors in the Pooled Investment
Vehicles.
Expenses: In consideration for the management fee, Zebra Capital provides the
Pooled Investment Vehicles with office space, utilities, administrative services
and support, including computer equipment and services, and secretarial, clerical
and other personnel. Each Pooled Investment Vehicle bears its own expenses, as
described in the offering documents of each Pooled Investment Vehicle.
Modification of Fees for Certain Investors: At the sole discretion of Zebra
Capital, the management fees and the performance-based fees payable for
investors who are affiliates or “knowledgeable employees” of Zebra Capital,
members of the immediate families of such persons, significant investors or other
entities may be waived, reduced, or calculated differently than the management
and/or performance-based fees, as the case may be, payable by other investors.
Mutual Fund, Exchange Traded Fund and UCITS Fees and Expenses: Although
Zebra Capital may invest in shares of mutual funds, exchange-traded funds
(“ETFs”) and/or UCITS on behalf of its clients, including mutual funds, ETFs and
UCITS managed by Zebra Capital and/or Zebra Advisors, it is not anticipated that
mutual funds, ETFs or UCITS will be typically included as Zebra Capital’s
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