4.A
Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
Notes: (1) For purposes of this item, your principal owners include the persons you
list as owning 25% or more of your firm on Schedule A of Part 1A of Form ADV
(Ownership Codes C, D or E). (2) If you are a publicly held company without a
25% investor, simply disclose that you are publicly held. (3) If an individual or
company owns 25% or more of your firm through subsidiaries, you must identify
the individual or parent company and intermediate subsidiaries. If you are an SEC-
registered adviser, you must identify intermediate subsidiaries that are publicly
held, but not other intermediate subsidiaries. If you are a state-registered adviser,
you must identify all intermediate subsidiaries.
Kaizen, is a private company limited by shares incorporated in Hong Kong and licensed
by the Securities and Futures Commission to conduct Type 9 (asset management)
regulated activities in Hong Kong since March 9, 2020. Kaizen is principally owned by
Kaizen Capital Holdings Limited. Ramesh Karthigesu is the principal owner of Kaizen
Capital Holdings Limited as well as the Chief Investment Officer and the co-founder of
the Adviser.
On January 1, 2024, Kaizen restructured the company and moved the headquarters from
Hong Kong to Singapore and is no longer the investment manager of Kaizen Asia Pacific
Offshore Fund (the “Offshore Feeder”), Kaizen Asia Pacific Onshore Fund (the
“Onshore Feeder”) and Kaizen Asia Pacific Master Fund (the “Master Fund”),
(collectively the “Kaizen Funds”). The Kaizen Funds is a Cayman Island incorporated
master-feeder structure organized as exempted companies with limited liability on
October 31, 2019 (Master Fund and Offshore Feeder) and November 4, 2019 (Onshore
Feeder). Kaizen is currently the Investment Adviser of the Funds.
With the restructure, Kaizen’s affiliate, Kaizen Investment Management Pte. Ltd.
(“KIMPL”), a private company incorporated in Singapore, became the investment
manager of the Kaizen Funds. KIMPL also provides discretionary investment advisory
services to two sub-advised funds (the “Sub-advised Funds” collectively with the Master
Fund, Offshore Feeder and Onshore Feeder the “Funds” or the “Advisory Clients”). This
restructure does not change the fund’s investment strategy and objectives.
Item
4.B
Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning,
quantitative analysis, or market timing, explain the nature of that service in greater
detail. If you provide investment advice only with respect to limited types of
investments, explain the type of investment advice you offer, and disclose that your
advice is limited to those types of investments.
Pursuant to the Advisory Clients’ offering memoranda, subscription documents,
investment management agreements and/or sub-advisory agreements, as applicable
(collectively the “Governing Documents”), the
Advisory Clients engage in long/short
equity strategies focused primarily on investing in the Asia Pacific region. The Adviser
employs a variable net strategy driven by the bottom-up investment opportunity set, and
taking into consideration liquidity, volatility and the overall macro-economic
environment when constructing and managing the portfolio. The Funds mainly invests
in companies listed in the Asia Pacific region including, but not limited to, companies
listed in Hong Kong, Mainland China, Japan, India, Korea and Australia.
Investment advice is provided directly to the Funds and not individually to the investors
in the Funds. Investment restrictions for the Funds, if any, are generally established in
the Governing Documents or offering documents of the applicable Fund. All defined
terms used in this Brochure but not defined herein will have the same meaning ascribed
to them in each Fund’s Governing Documents.
Item
4.C
Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in
certain securities or types of securities.
Kaizen does not tailor its advisory services to the individual needs of investors in the
Fund.
Advisory services may be tailored to achieve the Advisory Clients’ investment
objectives and may impose certain restriction on certain securities or types of securities.
Generally, Kaizen has the authority to select which and how many securities and other
instruments to buy or sell when the selected securities are in line with investment
guidelines and restrictions in the investment advisory mandates/agreements.
Kaizen has side letter agreements with certain investors. Side letters may establish rights
that supplement, or alter the terms of, the applicable Governing Document. Pursuant to
such side letters, certain investors may have rights which are not available to other
investors. For example, such terms and conditions provide such investor(s) with
additional and/or different rights (including, without limitation, with respect to the
incentive allocation, management fee, redemption rights, minimum and additional
subscription amounts, informational rights, capacity rights and other rights) than the
other investors.
Item
4.D
If you participate in wrap fee programs by providing portfolio management
services, (1) describe the differences, if any, between how you manage wrap fee
accounts and how you manage other accounts, and (2) explain that you receive a
portion of the wrap fee for your services.
Kaizen does not participate in wrap fee programs.
Item
4.E
If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-
discretionary basis. Disclose the date “as of” which you calculated the amounts.
Note: Your method for computing the amount of “client assets you manage” can be
different from the method for computing “assets under management” required for