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INITIATION | COMMENT JULY 24, 2012 Och-Ziff Capital Management Group (NYSE: OZM) Well Positioned for Growth Outperform Average Risk Price: 6.86 Shares O/S (MM): 414.2 Dividend: 0.37 Price Target: 10.00 Implied All-In Return: 51% Market Cap (MM): 2,841 Yield: 5.4% Priced as of market close July 24, 2012 ET. Investment Conclusion We believe that the hedge fund industry in general and Och-Ziff in particular is firmly situated to experience strong growth over the next few years. AUM growth should be driven mainly by inflows from pension funds and sovereign wealth funds. We believe that Och-Ziff, with its focus on institutional clients, is well positioned to capitalize on this opportunity. Attractive valuation coupled with favorable macro trends provide an interesting investment opportunity. We rate the shares of Och-Ziff Outperform for the following reasons: Och-Ziff could benefit from growing demand for absolute return strategies. We believe that Och-Ziff is well positioned to grow assets as alternative asset managers are becoming increasingly appealing to pension funds and other investors with a fixed-hurdle rate. There is demand for strategies that can produce positive returns in any market environment, while limiting downside risk. This is Och-Ziff’s forte. Increasing demand for global and local expertise should drive AUM growth. We believe that Och-Ziff’s global footprint will help the company attract assets. With investment teams in London, Hong Kong, Beijing, and Mumbai, Och-Ziff is better suited to explore regional opportunities than hedge funds that have either small or no international investment teams on the ground. Size does matter. We believe Och-Ziff will benefit from a bias toward large hedge funds. Investors should favour larger, more stable funds with proven track record. Consistent performance will become increasingly important. We expect established players such as Och-Ziff could benefit from strong inflows. We expect Och-Ziff to benefit from increasing demand for transparency. Clients want to understand their risk. As a publicly traded company, Och-Ziff has to comply with rules that privately owned hedge funds do not face. We believe that this is appealing to clients that have to adhere to heightened fiduciary duties such as pension funds, endowments, and foundations. Improved investment performance and the associated incentive fees might not be fully priced into the stock. We estimate that the market currently prices a 5% return for the full year while we project returns of about 8% for the year. We believe that current valuation is tainted by last year's weak performance. Priced as of prior trading day's market close, EST (unless otherwise noted). 125 WEEKS 12MAR10 - 23JUL12 8.00 10.00 12.00 14.00 16.00 18.00 M A M J J A S O N 2010 D J F M A M J J A S O N 2011 D J F M A M J J 2012 HI-30APR10 18.50 HI/LO DIFF -64.54% CLOSE 7.00 LO-01JUN12 6.56 10000 20000 30000 PEAK VOL. 41263.4 VOLUME 1566.0 60.00 80.00 100.00 120.00 Rel. S&P 500 HI-09APR10 120.19 HI/LO DIFF -65.48% CLOSE 41.57 LO-20JUL12 41.49 RBC Capital Markets, LLC Bulent Ozcan, CFA (Associate Analyst) (212) 863-4818; [email protected] Eric N. Berg, CPA, CFA (Analyst) (212) 618-7593; [email protected] Kenneth S. Lee (Associate) (212) 905-5995; [email protected] FY Dec 2010A 2011A 2012E 2013E Adj EPS - FD 1.13 0.48 0.70 1.16 P/AEPS 6.1x 14.3x 9.8x 5.9x Net Flows (B) 2.7 1.1 (0.3) 1.2 AUM (B) 27.9 28.8 30.8 36.2 Adj EPS - FD Q1 Q2 Q3 Q4 2010 0.12A 0.14A 0.13A 0.74A 2011 0.16A 0.16A 0.12A 0.04A 2012 0.13A 0.12E 0.12E 0.33E 2013 0.13E 0.13E 0.14E 0.76E Net Flows (B) 2010 1.0A 1.0A 0.2A 0.4A 2011 0.2A 0.8A 0.2A 0.0A 2012 (0.1)A (0.7)E 0.3E 0.3E 2013 0.3E 0.3E 0.3E 0.3E AUM (B) 2010 24.9A 25.5A 26.5A 27.9A 2011 29.0A 29.8A 28.8A 28.8A 2012 30.1A 29.3E 30.0E 30.8E 2013 32.1E 33.4E 34.8E 36.2E All values in USD unless otherwise noted. For Required Conflicts Disclosures, see Page 35.
Transcript
Page 1: OZM Initiation

INITIATION | COMMENTJULY 24, 2012

Och-Ziff Capital Management Group (NYSE: OZM)

Well Positioned for Growth

OutperformAverage RiskPrice: 6.86

Shares O/S (MM): 414.2Dividend: 0.37

Price Target: 10.00Implied All-In Return: 51%Market Cap (MM): 2,841Yield: 5.4%

Priced as of market close July 24, 2012 ET.

Investment Conclusion

We believe that the hedge fund industry in general and Och-Ziff in particular isfirmly situated to experience strong growth over the next few years. AUM growthshould be driven mainly by inflows from pension funds and sovereign wealthfunds. We believe that Och-Ziff, with its focus on institutional clients, is wellpositioned to capitalize on this opportunity. Attractive valuation coupled withfavorable macro trends provide an interesting investment opportunity.

We rate the shares of Och-Ziff Outperform for the following reasons:

Och-Ziff could benefit from growing demand for absolute return strategies.We believe that Och-Ziff is well positioned to grow assets as alternative assetmanagers are becoming increasingly appealing to pension funds and otherinvestors with a fixed-hurdle rate. There is demand for strategies that can producepositive returns in any market environment, while limiting downside risk. This isOch-Ziff’s forte.

Increasing demand for global and local expertise should drive AUM growth.We believe that Och-Ziff’s global footprint will help the company attract assets.With investment teams in London, Hong Kong, Beijing, and Mumbai, Och-Ziff isbetter suited to explore regional opportunities than hedge funds that have eithersmall or no international investment teams on the ground.

Size does matter. We believe Och-Ziff will benefit from a bias toward largehedge funds. Investors should favour larger, more stable funds with proven trackrecord. Consistent performance will become increasingly important. We expectestablished players such as Och-Ziff could benefit from strong inflows.

We expect Och-Ziff to benefit from increasing demand for transparency.Clients want to understand their risk. As a publicly traded company, Och-Ziff hasto comply with rules that privately owned hedge funds do not face. We believethat this is appealing to clients that have to adhere to heightened fiduciary dutiessuch as pension funds, endowments, and foundations.

Improved investment performance and the associated incentive fees mightnot be fully priced into the stock. We estimate that the market currently prices a5% return for the full year while we project returns of about 8% for the year. Webelieve that current valuation is tainted by last year's weak performance.

Priced as of prior trading day's market close, EST (unless otherwise noted).

125 WEEKS 12MAR10 - 23JUL12

8.00

10.00

12.00

14.00

16.00

18.00

M A M J J A S O N2010

D J F M A M J J A S O N2011

D J F M A M J J2012

HI-30APR10 18.50HI/LO DIFF -64.54%

CLOSE 7.00

LO-01JUN12 6.56

10000

20000

30000

PEAK VOL. 41263.4VOLUME 1566.0

60.00

80.00

100.00120.00 Rel. S&P 500 HI-09APR10 120.19

HI/LO DIFF -65.48%

CLOSE 41.57

LO-20JUL12 41.49

RBC Capital Markets, LLC

Bulent Ozcan, CFA (Associate Analyst)(212) 863-4818; [email protected]

Eric N. Berg, CPA, CFA (Analyst)(212) 618-7593; [email protected]

Kenneth S. Lee (Associate)(212) 905-5995; [email protected]

FY Dec 2010A 2011A 2012E 2013E

Adj EPS - FD 1.13 0.48 0.70 1.16

P/AEPS 6.1x 14.3x 9.8x 5.9x

Net Flows (B) 2.7 1.1 (0.3) 1.2

AUM (B) 27.9 28.8 30.8 36.2

Adj EPS - FD Q1 Q2 Q3 Q4

2010 0.12A 0.14A 0.13A 0.74A

2011 0.16A 0.16A 0.12A 0.04A

2012 0.13A 0.12E 0.12E 0.33E

2013 0.13E 0.13E 0.14E 0.76ENet Flows (B)

2010 1.0A 1.0A 0.2A 0.4A

2011 0.2A 0.8A 0.2A 0.0A

2012 (0.1)A (0.7)E 0.3E 0.3E

2013 0.3E 0.3E 0.3E 0.3EAUM (B)

2010 24.9A 25.5A 26.5A 27.9A

2011 29.0A 29.8A 28.8A 28.8A

2012 30.1A 29.3E 30.0E 30.8E

2013 32.1E 33.4E 34.8E 36.2E

All values in USD unless otherwise noted.

For Required Conflicts Disclosures, see Page 35.

Page 2: OZM Initiation

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Investment Summary

We are initiating coverage of Och-Ziff Capital Management Group with an Outperform, Average Risk

rating and a $10 price target. We believe that Och-Ziff, the only pure-play publicly traded hedge fund, will

benefit from an increased demand for alternative strategies. We expect assets under management to grow

7% in 2012 and 18% in 2013.

Our Outperform rating is based on the following expectations:

Och-Ziff could benefit from a growing demand for absolute return strategies. We believe that the hedge fund industry in general and Och-Ziff in particular will be able to capitalize on a trend towards allocating an increasing amount of capital to alternative strategies. We expect demand for investment products that provide strong, positive returns while limiting down-side risk to increase. This is Och-Ziff‘s sweet spot, and we would anticipate the company to gather additional assets as it continues to promote its value proposition. We believe that pension fund flows into hedge funds and other alternative asset classes could increase. Fund managers, in search for higher yields that allow them to meet their hurdle rates, will have to evaluate their traditional asset allocation strategies.

Hedge funds that can offer global and local expertise should attract a larger amount of assets. We believe that Och-Ziff, with investment teams in London, Hong Kong, Beijing, and Mumbai, is better suited to explore global opportunities than hedge funds that have either a few or no international offices. Local market knowledge and teams able to do due diligence on-site should generate superior performance. We also expect capital that was allocated to UCITS (Undertaking for Collective Investment in Transferable Securities) in Europe and Asia to return to traditional hedge funds as we expect UCITS to produce inferior investment results. We believe that Och-Ziff‘s global footprint will help the company attract assets.

We expect larger funds to attract the bulk of assets - size does matter. We believe Och-Ziff will benefit from bias toward large hedge funds. Investors should favour larger, more stable funds with proven track records. This should result in strong inflows to established players, such as Och-Ziff. Consistent performance will become increasingly important given the change in client base with pension funds increasing their allocation. We think that the Employee Retirement Income Security Act (ERISA) rules and plan asset regulations, which govern investments by pension funds, favour larger hedge funds, such as Och-Ziff. Size permits larger hedge funds to offer more strategies than smaller funds by utilizing a broader range of resources which should ultimately lead to better performance.

We expect Och-Ziff to benefit from increased demand for transparency. Clients increasingly want to understand their risk. As a publicly traded company, Och-Ziff has to comply with rules and regulations that privately owned hedge funds do not face. We believe that this is appealing to clients that have to adhere to heightened fiduciary duties such as pension funds, endowments, and foundations. There has been an ―institutionalization‖ in the hedge fund industry. With the importance of the high-net-worth client declining and more pension funds, endowments, and foundations allocating capital to hedge funds, risk management capabilities are becoming a key consideration when selecting funds. This is true especially with the backdrop of the financial crisis. Being a public company, Och-Ziff had to make risk management a priority. We believe that being compliant can provide additional comfort to potential investors. This should help attract assets.

Improved investment performance and the associated incentive fees might not be fully priced into

the stock. We estimate that the market currently prices a 5% return for full year 2012. We think that Och-Ziff will be able to generate returns of about 8% for the year. We arrive at our 5% implied performance estimate by referencing the current valuation of about $7. Historically, Och-Ziff has traded at a 5% discount the average P/E multiple of traditional asset managers. Assuming that this still holds true, one would expect Och-Ziff to earn about $0.50 for 2012 to justify current valuation. The company could get there if it generates performance of about 5%. So far, the performance has been north of 4.5% (9% annualized) and we believe that Och-Ziff can generate returns of close to 8% for 2012.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 3: OZM Initiation

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Company Overview

Och-Ziff Capital Management Group LLC is one of the larger institutional alternative asset managers in the

world with offices in New York, London, Hong Kong, Beijing, and Mumbai. Och-Ziff provides asset

management services to institutional investors globally through its hedge fund and other alternative

investment vehicles. Och-Ziff‘s funds seek to generate consistent, positive, absolute returns across market

cycles with low volatility compared to the equity markets, and with an emphasis on preservation of capital.

Och-Ziff‘s multi-strategy approach combines global investment strategies, including convertible and

derivative arbitrage, corporate credit, long and short equity special situations, merger arbitrage, private

investments, and structured credit.

Exhibit 1: Och-Ziff Snapshot

Och-Ziff

Headquarters New York, NY

Total AUM $30.1 bn

Major Brands Och-Ziff

% retail funds AUM rated 4-5

stars by Morningstarn/a

Signature Absolute return strategies

Source: Company filings; RBC Capital Markets

Valuation

We value Och-Ziff on a ―one plus a half‖ methodology, which is a deviation from the valuation approach

we have used for traditional asset managers. Under this method, earnings derived from asset management

fees are valued using a peer multiple, while earnings attributed to incentive income are valued at a discount.

Management fees earned by Och-Ziff are higher than that earned by traditional long only fund managers,

potentially justifying a premium to peer P/E multiples. However, we believe that lack of scale offsets the

benefits of higher fees. Thus, we are using the peer multiple to value peer asset management fees, as we do

not think higher fees would result in higher margins for Och-Ziff. We apply a 50% discount to earnings

related to incentive income. We believe a discount is justified as performance fees are more volatile than

management fees.

Our price target for Och-Ziff is $10. On average, Och-Ziff has traded at a 5% discount to traditional asset

managers. We arrive at our price target using a price-to-earnings multiple of 11.7x on 2013 estimated

management fee earnings of $0.54 per share. We value earnings based on management fees at $6.27.

Furthermore, we value incentive income based on a price-to-earnings multiple of 5.8x and 2013E incentive

income EPS of $0.63. The multiple of 5.8x represents a 50% discount to the management fee multiple. We

value earnings based on incentive income at $3.65 per share. The sum of the two valuations leads us to our

price target of $10 for Och-Ziff.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 4: OZM Initiation

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Ownership

Exhibit 2: Top 10 Holders

Source: FactSet

Ultimate Holder ('000) ($MM) % OS

Government of United Arab Emirates 38,139 269 27.3

Ziff Investment Management LLC 7,123 50 5.1

T. Rowe Price Associates, Inc. 4,826 34 3.4

Thornburg Investment Management, Inc. 4,200 30 3.0

Credit Suisse Securities (USA) LLC (Broker) 4,188 30 3.0

Century Capital Management LLC 2,823 20 2.0

Morgan Stanley Investment Management, Inc. 2,697 19 1.9

The Vanguard Group, Inc. 2,611 18 1.9

Scoggin Capital Management 2,380 17 1.7

Addison Clark Management LLC 2,255 16 1.6

Och-Ziff Capital Management GroupJuly 24, 2012

Page 5: OZM Initiation

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Investment Thesis & Analysis

Och-Ziff Should Benefit from Growing Demand for Absolute Return Strategies

We believe that the hedge fund industry in general and Och-Ziff in particular will be able to capitalize on a

trend towards allocating an increasing amount of capital to alternative strategies. We expect demand for

investment products that provide strong, positive returns while limiting down-side risk to increase. This is

Och-Ziff‟s sweet spot, and we would anticipate the company to gather additional assets as it continues to

promote its value proposition. We believe that pension fund flows into hedge funds and other alternative

asset classes could increase. Fund managers, in search for higher yields that allow them to meet their

hurdle rates, will have to evaluate their traditional asset allocation strategies.

One of the implications of the financial crisis has been that investors, especially institutional investors with

specific investment hurdle rates, have been forced to re-evaluate their traditional investment strategies. This

is especially true for pension funds which have hurdle rates of around 8% per year. This should not come as

a surprise considering that if you had invested $1 in the S&P 500 on January 1, 2000, you would have been

left with $0.93 by May 31, 2012. Tremendous volatility experienced in the equity markets over the past

four years has made it apparent that investors have to rethink their traditional asset allocation strategies.

Exhibit 3 depicts this increase in volatility and shows the VIX, a volatility index designed to measure the

30-day implied volatility in the S&P 500.

Exhibit 3: CBOE Market Volatility Index (VIX)

0

10

20

30

40

50

60

70

Jan-9

0

Jan-9

2

Jan-9

4

Jan-9

6

Jan-9

8

Jan-0

0

Jan-0

2

Jan-0

4

Jan-0

6

Jan-0

8

Jan-1

0

Jan-1

2

VIX Average VIX Level

Source: FactSet

There is data supporting the premise that this trend toward allocating more capital to hedge funds has

already started. A study by Barclays Capital showed that allocation by US pension plans to hedge funds

increased 80% since 2009, reaching $550 billion by 2011. For 2012, Barclays expects $40 billion of

additional flows into hedge funds. Some pension plans have just started allocating capital to hedge funds.

The Florida State Board of Administration (FSBA), which manages $154 billion in plan assets, has

allocated $1 billion to hedge funds just as recently as 2011. The Florida state legislature approved a bill to

increase the cap on alternative investments to 20% from 10%. Having allocated $6 billion to alternative

investments in 2011, the FSBA would have an additional $24 billion to invest in alternative strategies. This

is not a one off. The Teachers Retirement System of Texas has been approved to raise its allocation to

hedge funds to 10% from 5%, thereby enabling it to invest $5.5 billion into hedge funds based on assets

under management (AUM) of $108 billion. Not only that, but Texas Teachers has also paid $250 million

for a non-voting equity stake in Bridgewater Associates, the largest hedge fund by AUM with over $120

billion in assets. Och-Ziff has already seen an increase in flows from pension funds and has today a client

base that is different than what it had just four years ago.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 6: OZM Initiation

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Exhibit 4: AUM by Investor Type

0%

20%

40%

60%

80%

100%

120%

1Q

09

2Q

09 E

3Q

09

4Q

09

1Q

10

2Q

10

3Q

10

4Q

10

1Q

11

2Q

11

3Q

11

4Q

11

1Q

12

Pension Funds Other

Note: 2Q09 allocation is an RBC Capital Markets estimate.

Source: Company reports, RBC Capital Markets

Exhibit 4 shows unmistakably that the investor base at Och-Ziff has changed from March 2009 to March

2012. Specifically, pension funds assets, which used to make up 20% of total assets, constituted about 29%

of total assets under management as per the company‘s most recent filings.

We expect this shift in customer base to continue and pension funds to add to asset growth. Och-Ziff‘s

value proposition is that it can produce positive returns in any market environment. This alone should be

appealing to pension funds that are struggling to produce returns in a record-low interest rate environment.

Traditionally, hedge fund investors have been chasing performance. They have moved assets from one fund

to another in search of performance. While certain hedge funds are happy to serve these customers, we

believe that this is not the client base Och-Ziff is targeting. Instead, it is looking for investors who are

allocating assets to hedge funds as a means of reducing investment performance volatility.

Och-Ziff‘s objective is to pursue consistent, positive, absolute returns across all strategies. In essence, using

hedging strategies and relying on very little leverage, Och-Ziff aims at producing returns that have low

correlation to the broader equity markets. This, in our view, will appeal to a growing number of pension

funds. Pension funds want to invest in hedge funds, not just to ―beat‖ the markets, but also to control

volatility and preserve capital. This assumption is supported by comments made by pension fund

professionals. For instance, in an interview with Hedge Funds Review, Janet Cowell, the state treasurer of

North Carolina said that her state‘s pension plan is ―looking to long/short equity managers to temper the

volatility of the public equity allocation. A long/short manager should be able to reduce systematic market

risk and deliver equity-like returns with lower volatility over market cycles.‖

Statistics presented by Och-Ziff seem to support its claims that it can produce strong investment results at a

fraction of the volatility experienced by the markets. Exhibit 5 is based on data provided in the company‘s

annual filing and shows that since inception, the OZ Master Fund was able to generate three times the

return of the S&P 500 at one-third of the volatility.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 7: OZM Initiation

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Exhibit 5: Net Annualized Return, Volatility and Sharpe Ratio

1 Year 3 Years 5 Years

Since OZ

Master Fund

Inception

(Jan. 1, 1998)

Since OZ Multi-

Strategy Composite

Inception

(April. 1, 1994)

Net Annualized Return through Dec. 31, 2011

OZ Master Fund Composite (0.48%) 9.96% 4.50% 9.51% n/a

Och-Ziff Multi-Strategy Composite (0.48%) 9.96% 4.50% 9.51% 13.27%

S&P 500 Index 2.11% 14.11% (0.21%) 3.70% 8.05%

MSCI World Index (4.96%) 9.96% (2.91%) 2.97% 5.65%

Volatility - Standard Deviation (Annualized)

OZ Master Fund Composite 3.82% 4.48% 6.15% 5.20% n/a

Och-Ziff Multi-Strategy Composite 3.82% 4.48% 6.15% 5.20% 5.60%

S&P 500 Index 15.94% 18.97% 18.88% 16.58% 15.72%

MSCI World Index 14.25% 17.02% 17.81% 15.61% 14.74%

Sharpe Ratio

OZ Master Fund Composite -0.19 2.16 0.45 1.23 n/a

Och-Ziff Multi-Strategy Composite -0.19 2.16 0.45 1.23 1.71

S&P 500 Index 0.12 0.73 -0.11 0.03 0.28

MSCI World Index -0.36 0.57 -0.26 -0.01 0.13

Note: The Och-Ziff Multi-Strategy Composite (the “Multi-Strategy Composite”) is provided by the company as supplemental information to the Master Fund Composite. The Multi-Strategy Composite represents the composite performance of all accounts that were managed in accordance with a broad multi-strategy mandate since the company’s inception on April 1, 1994

Source: Company reports

The key takeaway is that Och-Ziff outperformed the S&P 500 index by 522 basis points since its inception

in 1994. However, it did this with only 36% of the volatility experienced by the S&P 500. Outperformance

with lower volatility should be attractive to pension funds. This is why we believe that pension plans

present an opportunity for Och-Ziff. These plans are fighting on various fronts to generate acceptable

returns; poor investment returns, low interest rates, and increasing longevity risk have increased pressure

on pension funds to consider all of the available options to improve returns. Citi Prime Finance Research

concludes that institutional pension fund allocation to alternative investments could grow from current

levels by 43% and could reach $1.4 trillion by 2016.

Citi‘s findings are consistent with work done by other researchers such as the 2012 SEI Global Hedge Fund

Survey. SEI‘s fifth annual global survey of institutional hedge fund investors shows that institutional

investors are increasing their allocation to hedge funds. Investors surveyed responded that they recognize

the advantages of being able to access high-level investment talent and unique investment strategies via

hedge fund investments. Some of the respondents even expressed the view that there has been ―brain

drainage‖ with hedge funds attracting the best and brightest. This should not come as a surprise since the

compensation structure is very attractive. Approximately 40% of the participants replied that they could not

meet their return objectives without allocating assets to hedge funds. Institutional clients, especially

pension funds, which have been extremely challenged in the current market environment to meet their

hurdle rates, should agree. Alternative assets will become more important in meeting future obligations.

Are there any alternatives for pension funds to investing in hedge funds?

We do not believe that there are many options available to most pension funds. In our view, the only other

solution available to pension fund sponsors would be to offload their pension liabilities, thereby giving up

control over the assets; General Motors has done just that. It eliminated its US-salaried pension obligations

by agreeing to pay a yet to be determined amount of $3.5 billion to $4.5 billion in cash for an immediate $1

billion underfunded relief. This transaction could result in a transfer of up to $29 billion in assets to

Prudential Financial, the counterparty of this transaction.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 8: OZM Initiation

8

However, we would consider this transaction to be a one off for the following reasons. The current low

interest rate environment could increase pension fund liabilities, thereby making it unattractive for most

companies to defease the pension liability. We do not expect any changes in the short term. Given the

status of the economy and comments made by the Federal Reserve Bank, investors should brace themselves

for two years of low interest rates. Low interest rates mean that any company trying to do a similar

transaction would have to pay more than it would in a higher interest rate environment for the following

reason: cash outflows are discounted at low discount rates, resulting in higher liabilities than would be the

case if interest rates were higher. Thus, there should be few companies willing to do a similar transaction

and shed a few billion dollars in cash.

Furthermore, General Motor‘s pension obligation was well funded at 92%, which makes a pension-liability

transfer less painful. As a general rule, at a minimum, pension plans need to yield equal to the assumed

discount rate to meet future pension liability obligations. However, underfunded plans would need to earn a

return above the discount rate applied. We estimate that current return assumptions for most companies

vary from 7.5% to 8.5%. GM‘s return assumption was much lower than that at just 6.2%. Our analysis

indicates that the average pension fund is about 75% funded, i.e., there is only $0.75 of pension asset

available to support $1 of projected pension liability.

What does this mean for Och-Ziff? Low interest rates coupled with insufficient assets to meet future

obligations and the need to pay large sums of cash to an insurer to take on the pension obligations do not

make pension transfers a viable option for most pension fund sponsors. While a few potential candidates

might have the cash, most will want to retain the cash for business purposes. In our view, the only attractive

option to the pension plan sponsors is to invest in asset classes that should generate strong returns. This is

why we believe we are going to see an increased demand by pension funds for alternative assets, which

should benefit Och-Ziff based on its investment philosophy.

Hedge Funds that Can Offer Both Global and Local Expertise should Attract Larger Amount

of Assets

We believe that Och-Ziff, with investment teams in London, Hong Kong, Beijing, and Mumbai, is better

suited to explore regional opportunities than hedge funds that have either a few or no international offices.

Local market knowledge and teams able to do due diligence should result in superior performance. We also

expect capital that was allocated to UCITS (Undertaking for Collective Investment in Transferable

Securities) in Europe and Asia to return to traditional hedge funds. We believe that Och-Ziff‟s global

footprint will help the company attract assets.

Another avenue of AUM growth for Och-Ziff could come from investors in Europe and Asia. Reduced risk

appetite in Europe and Asia has resulted in outflows. Investors, concerned after the onset of the economic

crisis and shaken by events such as the Madoff scandal, have fled the hedge fund industry. Some of the

assets withdrawn have been re-allocated to more traditional asset classes while others have been re-directed

into other alternative products that provide more transparency and liquidity than traditional hedge funds,

such as mutual funds that mimic hedge funds and alternative UCITS (Undertaking for Collective

Investment in Transferable Securities).

Och-Ziff was not immune to this development, which resulted in a decline in AUM and a shift in the mix of

Och-Ziff‘s investor base by geography.

Consider that in 2008 and 2009, Och-Ziff experienced total outflows of $8.8 billion combined. Assets

under management shrank to $23 billion in 2009 from $33 billion in 2007. Outflows could have accelerated

by the fact that, unlike other hedge funds, Och-Ziff did not suspend or restrict redemptions in 2008 and

2009. It maintained its one-year lock-up period, and anyone wanting to withdraw funds within the lock-up

period could do so by paying a penalty, and no gate provisions were enacted based on a conversation that

we had with management.

While we believe that outflows at Och-Ziff were broadly based in 2008 and 2009, it is safe to assume that

the company has seen disproportionately high outflows of non-North American assets after 2009. While in

2009, European and Asian investors contributed 43% to total assets under management, their contribution

has declined to 28% of total assets as of the first quarter of 2012. Expressed in absolute dollar terms, its

holdings shrank to $8.4 billion by the first quarter of 2012 from $9.9 billion in 2009.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 9: OZM Initiation

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This does not seem to be an Och-Ziff specific event. Based on a report published by Towers Watson in

2012 titles Hedge Fund Investing – Opportunities and Challenges, European investors contributed

lopsidedly to the $300 billion of global outflows for hedge fund industry in 2008 and 2009. Where did the

capital move? We believe that investors allocated their assets to traditional asset classes, ETFs, and

alternative UCITS if they wanted to have exposure to hedge funds. A research report by Alix Capital, a

Geneva-based provider of alternative UCITS indices, indicated that AUM of UCITS hedge funds increased

375% from March 2009 to the first quarter of 2012.

UCITS are open-ended retail investment funds that can be distributed throughout the European Economic

Area. These funds address concerns that investors had post-financial crisis. The UCITS regulations set by

the European Union (EU) established uniformity in regulations, no matter in which EU country the fund is

domiciled. The transparency, liquidity, and regulatory oversight required to be a UCITS helped fund

sponsors gather assets. One of the features that make this product appealing to these investors is that a

UCITS must redeem its units at the request of the unit holder, with the minimum frequency being at least

twice a month. A UCITS can only have a gate of 20% maximum per month.

Not only have European investors shown interest in alternative UCITS but also Asian investors. We believe

that investors were attracted to them because UCITS are tightly controlled—our thinking is that this

product provides added transparency, liquidity, diversification, and risk control when compared to a

traditional hedge fund. Based on a survey released by Naisscent Capital in late 2011, the number of

alternative UCITS funds available had exceeded 1,000 at the time the research was published, with 65% of

these funds being launched after the 2008 financial crisis. Other research published by Towers Watson in

2012 titled Hedge Fund Investing indicated that the UCITS market had grown to about €5.6 trillion in

2011. About $115 billion of AUM was invested in alternative UCITS.

How will this trend benefit Och-Ziff?

We believe that assets invested in UCITS will eventually find their way back to traditional hedge funds.

The advantages of having daily and weekly liquidity should be more than offset by the investment

limitations imposed by the UCITS structure. Constraints on concentration and leverage limits effectively

reduce the opportunity to add value. And not every hedge fund is willing to set up a UCITS structure. Some

of the better performing investment strategies might not be available to investors who use UCITS

exclusively.

We believe that UCITS will most likely underperform traditional hedge funds. Investors that are

disappointed by the performance of UCITS could reallocate assets to traditional hedge fund managers such

as Och-Ziff. Likewise, investors who had allocated assets to other asset classes could increase their risk

appetite and allocate assets to hedge funds in order to improve investment performance. There could be

about $200 billion in assets that hedge funds could attract, if we were to assume that two-thirds of the $300

billion of outflows the hedge fund industry experienced in 2008 and 2009 should be re-allocated to hedge

funds.

European and Asian markets present growth opportunities for years to come for Och-Ziff and other hedge

funds. While Och-Ziff does not deal with retail investors, it can attract funds from institutional investors

who have invested in UCITS funds.

How is Och-Ziff positioned to capitalize from this opportunity?

While there has been a decline in demand for hedge fund products in Europe and Asia, we believe that

demand will ultimately rebound and reward managers that have demonstrated a commitment to the markets

and their clients.

We believe that regions that have scaled back exposure to hedge funds over the past four years will

contribute disproportionately to AUM growth at Och-Ziff over the long run. We would expect Asia to drive

AUM growth. According to Preqin, a data and intelligence provider focused on alternative asset managers,

37% of Asia-Pacific investors want to increase their exposure to hedge funds while only 6% want to

decrease their exposure in 2012.

Based on this survey, the majority of flows will go to single-manager hedge funds rather than funds of

hedge funds. Interestingly, 83% of the investors consider investing only in the Asia Pacific region because

they are familiar with these markets. This should bode well for investment teams utilizing local talent. Och-

Ziff could complement local teams with sophisticated infrastructure and strong risk management.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 10: OZM Initiation

10

Exhibit 6: Investors by Geography

$30.1$28.8$27.9

$23.1

0%

10%

20%

30%

40%

50%

60%

70%

80%

4Q09 4Q10 4Q11 1Q12

$0.0 b

$5.0 b

$10.0 b

$15.0 b

$20.0 b

$25.0 b

$30.0 b

$35.0 b

North America Europe Asia and Other AuM Source: Company reports

There is no free lunch, however. Hedge funds need to demonstrate consistency in performance and

commitment to regions. We believe that funds that have investment teams on the ground around the globe

on a consistent basis will attract assets. After all, investors will be reluctant to entrust money to managers

who withdrew in the aftermath of the financial crisis.

We believe that Och-Ziff fits this category and here are some statistics that will demonstrate the company‘s

dedication to non-US markets: Och-Ziff opened its London office in December 1998 and its first Asian

office in Hong Kong in December 2001; Och-Ziff offered its first European dedicated multi-strategy fund

in April 2000 and launched its Asian-dedicated multi-strategy fund in February 2005. In September 2007,

when the company went public, Och-Ziff had a staff of 60 running $5 billion out of the London office and a

staff of 35 overseeing assets in excess of $3 billion in Asia—mostly out of the Hong Kong office. Today,

Och-Ziff has 63 employees working out of the London office overseeing a mere $2.2 billion, and 47

employees are based in Asia managing $1.7 billion assets. While assets have declined, total head count has

actually increased.

We agree with the management assertion that it is important to have local talent in these important markets.

Locally based investment managers should be able to attract more assets than hedge funds that operate out

of the United States only. It is one thing to seek investment opportunities being embedded in a region and

immersed in the culture, but it is another to make investment decisions across the pond. The OZ Master

Fund duplicates the strategies implemented by the various international offices; it is at the discretion of the

managers to allocate capital to the various geographies. Put differently, the overall exposure to Asia is

nearly $5 billion and to Europe about $9 billion, if one were to disregard who allocated the capital to these

regions. Ideas generated by local investment teams in these markets contribute to the performance of the

OZ Master Fund. Any good idea gets capital allocated, irrespective of where the fund is managed

geographically.

To be sure, the past four years have been challenging with investors shying away from exposure to hedge

funds. However, in the long run, managers with a global footprint should benefit from a potential recovery

more than hedge funds that lack local talent. We believe that Och-Ziff, with investment teams in London,

Hong Kong, Beijing, and Mumbai, is better suited to explore regional opportunities than hedge funds that

have either a few or no ‗boots on the ground‘. Local market knowledge and teams able to do due diligence

should result in superior performance.

Och-Ziff Capital Management GroupJuly 24, 2012

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We Expect Larger Funds to Attract the Bulk of Assets - Size Does Matter

We believe Och-Ziff will benefit from a bias toward large hedge funds. Investors should favour larger,

more stable funds with proven track records, thereby directing flows to established players such as Och-

Ziff. Consistent performance will become increasingly important. We think that the Employee Retirement

Income Security Act (ERISA) rules and plan asset regulations, which govern investments by pension funds,

favour larger hedge funds, such as Och-Ziff. Being larger permits hedge funds to offer more strategies than

smaller funds, utilizing a broader range of resources. This should ultimately lead to better performance.

One of the goals of the Dodd-Frank Wall Street Reform and Consumer Protection Act was to force

investment and commercial banks to either spin off or to shut down their proprietary trading desks. Despite

the fact that banks will have until July 2014 to comply with Volcker Rules, most investment banks have

already started implementing these rules.

While some banks have spun off their ‗internal hedge funds‘, others have moved proprietary traders into

their asset management divisions. Yet the best and brightest, having anticipated these changes and being

unsure if the new bank business model would provide them the compensation that they were looking for,

took matters into their own hands. This has led to a departure of talent. Consequently, there has been a

number of hedge fund start ups competing for assets against established hedge fund industry veterans.

However, a large number of hedge fund start ups have not been able to raise capital in excess of $500

million.

Exhibit 7: Number of Single-manager Funds by AUM - Globally

3,864

1,109 1,012 1,015

512338 322

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

< $25m $25-$50m $51-$100m $101-$250m $251m-$500m $501m-$1b >$1b

Source: PertTrac

Consultants and advisors seem to agree that if a fund cannot grow its asset base above $500 million, then it

will eventually end up liquidating. An article published by Bloomberg on March 6, 2012 made the point

that a number of hedge funds that were started after the onset of the financial crisis are now shutting down

as investors are pulling their assets. Hedge funds with a limited track record are struggling to raise capital.

There is academic research that suggests a higher closure rate for large funds.

Yet recent experience seems to point to a different outcome. Based on this Bloomberg article, new start-up

funds were expected to revive the hedge fund industry in Asia after the events of 2008. Instead, hedge

funds with more than $5 billion in AUM have lured the bulk of allocations.

We believe that one reason for this development could be that fund of funds are early stage investors into

these start ups. However, fund of funds have been experiencing outflows as investors decided to cut the

middle man and to invest directly into hedge funds. This could explain why smaller hedge funds are having

a hard time raising capital and why larger hedge funds are benefiting. Investors are more concerned about

risk management, as we discuss later.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 12: OZM Initiation

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Investors want to understand in detail their risk exposure. Research published by Hedge Fund Research

shows that hedge funds with AUM over $5 billion drew 70% of the net capital raised in 2011 and about

80% in 2010. Whereas various surveys indicate that investors are willing to allocate capital to smaller

hedge funds, the reality is that this willingness just remains an intention—a plan most investors do not

follow through on. While some smaller hedge funds can generate the best returns, smaller hedge funds also

produce the some of the worst returns in the industry. Consequently, the dispersion of returns is much

larger for small hedge funds than for large hedge funds. We believe that institutional clients prefer

consistently good returns.

We believe that Employee Retirement Income Security Act (ERISA) rules and plan asset regulations,

which govern investments by pension funds, favor larger hedge funds, such as Och-Ziff. The plan asset

regulations provide as a general rule that if the equity participation in the hedge fund exceeds 25%, then the

assets of the hedge fund would be considered ‗plan assets‘, and the hedge fund manager‘s activities would

be subject to the general fiduciary requirements of Section 404 of ERISA. Thus, the ‗25% limit‘ restricts

the size of assets that a specific hedge fund is willing to accept from a pension plan. Hedge funds have an

incentive not to exceed the 25% rule.

If hedge fund assets were deemed plan assets, then the manager would have to comply with rules such as

restrictions on how performance fee is calculated, restrictions on investments (ability to hold assets outside

the US could be limited), reporting requirements (could be asked to file periodic reports with the

Department of Labor), and potential risk of liability if the fund enters into ‗prohibited‘ transactions, limits

on the use of soft dollars and so on. Very few hedge funds would want to be caught up in this regulatory

maze. We believe that this bodes well for Och-Ziff, the fifth-largest hedge fund in the US. It could attract

more absolute dollars from a pension fund without triggering the 25% limit.

There are other benefits to being large—size can be helpful in exploring different strategies during various

economic cycles. Och-Ziff offers six different strategies across three different regions. Having more assets

under management allows a company to support a larger number of investment professionals to explore

various opportunities and allocate capital to the most promising strategies.

Furthermore, large hedge funds are less reliant on incentive fees to pay their employees while a few years

of bad performance could lead to an exodus of the best people. Thus, large hedge funds have an edge over

their smaller competitors in hiring and retaining talent, which should lead to better performance over time

and to growth in AUM.

Finally, with better access to company management teams and bankers, traders, and sell side analysts

working for broker-dealers, larger funds should have an informational advantage over smaller hedge funds.

This too will help generating investment ideas and strong performance. The importance of being in the

‗information flow‘ should not be ignored.

Bloomberg published an article in April 2012 that made this apparent. Two former proprietary traders,

Pierre-Henri Flamand and Morgan Sze, left Goldman in 2010 to start their own hedge funds. Mr. Flamand

was the global chief of the Principals Strategies Group while Mr. Sze ran the principal strategies group in

Asia before taking over as global head of principal strategies after Mr. Flamand‘s departure. Both of them

had initially very little problem raising $1 billion as investors knew about their track record and

accomplishments. Mr. Flamand‘s Edoma Capital Partners lost about 2.4% from the time of inception in

April 2011 to February 2012. Mr. Sze‘s Azentus Capital Management lost about 4.8% since its April 2011

inception through February 2012. The article cites that other Goldman traders, such as Daniele Benatoff,

Ariel Roskis, and Elif Aktug, have also lost money for their investors since leaving Goldman Sachs. This,

in our view, shows the importance of being in the ‗information flow‘. It is hard to generate strong returns

without being able to rely on relationships that one can develop at large institutions. Size does matter.

Some investors believe that size is a hindrance to performance. They argue that as a fund becomes larger, it

becomes increasingly difficult to generate strong returns. We believe that this might not be true as an

absolute statement. Take the Pure Alpha II fund, with $53 billion in AUM and a return of 23.5%. It was the

third-best performing fund in the first 10 months of 2011 (data for full year 2011 was not available). It was

beaten by Renaissance Institutional Equities funds, which has $7 billion in AUM and returned 33.1%, and

the $6 billion Tiger Global fund, which returned 45%.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 13: OZM Initiation

13

Exhibit 8: Performance of Top 3 Large & Mid-sized Hedge Funds

Large Hedge Funds Performance

Fund Management Firm Strategy 10 Mths 2011 2010 AuM ($b)

Tiger Global Tiger Global Management Long/short 45.0% 18.0% $6.0

Renaissance Institutional Equities Renaissance Technologies Quantitative 33.1% 16.4% $7.0

Pure Alpha II Bridgewater Associates Macro 23.5% 44.8% $53.0

Mid-Size Hedge Funds Performance

Fund Management Firm Strategy 10 Mths 2011 2010 AuM ($m)

Red Kite Compass RK Capital Management Commodities 47.0% n/a $400.0

Quantitative Tactical Aggressive Quantitative Investment Management Long/short 32.1% 15.2% $564.0

Zais Opportunity Zais Group Asset backed 27.9% 110.7% $358.2

Source: Bloomberg

Bottom line: While there might be some challenges in implementing an investment strategy if a fund

grows too large, the benefits of having more resources to generate new investment ideas should more than

offset the implementation challenges. This should lead to better performance over time with less volatility.

Investment teams‘ time is better utilized by focusing on generating investment ideas and not having to

worry about running a business.

Large hedge funds have the infrastructure to do that while employees of smaller hedge funds might have to

wear multiple hats. And larger hedge funds have the resources to evaluate various investment opportunities

across asset classes. The ability to move among strategies and to allocate capital to the most promising

strategies is an important part of the Och-Ziff value proposition. Being large allows hedge fund managers

to have dedicated product teams that can create new offerings to fulfil anticipated needs and seek out new

opportunities while smaller funds concentrate on their core-product offerings only.

We Expect Och-Ziff to Benefit from Increasing Demand for Transparency with Transparency

and Risk Management Continuing to be Top Concerns for Investors

Clients want to understand their risk. As a publicly traded company, Och-Ziff has to comply with rules and

regulations that do not apply to privately owned hedge funds. We believe that this is appealing to clients

that have to adhere to heightened fiduciary duties such as pension funds, endowments, and foundations.

There has been an “institutionalization” of the hedge fund industry. With the importance of the high-net-

worth client declining and more pension funds, endowments, and foundations allocating capital to hedge

funds, risk management capabilities are becoming a key consideration – especially with the backdrop of

the financial crisis. Being a public company, Och-Ziff had to make risk management a priority. We believe

that having a strong risk management culture can provide additional comfort to potential investors which

should help attract assets.

Och-Ziff, being the only pure publicly traded hedge fund, discloses more information to its investors and

the public than its privately held competitors. We believe that this can be an advantage in attracting assets

from pension funds, endowments, and investors who have allocated capital to alternative UCITS and

mutual funds.

One of the recent trends has been that hedge funds have become increasingly institutionalized, i.e., the

investor base has changed with high net-worth clients becoming less relevant. SEI‘s latest hedge fund

investor survey found that institutional investors are willing to increase their exposure to hedge funds.

While down from 54% in the previous year, 38% of investors said that they anticipate increasing their

allocation to hedge funds in 2012.

Investors are demanding an increased amount of data to assess the risk to their overall portfolio when they

allocate assets to hedge funds. A recent survey by Absolute Return + Alpha showed that transparency and

infrastructure were top-four considerations for investors when deciding on allocating assets to a specific

hedge fund in 2011. Interestingly, transparency had climbed to the third spot on the key factors from the

fifth spot.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 14: OZM Initiation

14

The lack of transparency is probably one of the reasons why fund of hedge funds (FoF) have been losing

market share. The SEI survey showed that while 48.5% of investors used fund of hedge funds in 2010, the

percentage of investors using FoF had dropped to 29.9% with single managers being the beneficiaries of

this trend. Transparency helps institutional investors understand their exposure to risk under various

scenarios. Besides providing data, access to investment teams and open communication about the

investment objective are essential to investors these days.

Exhibit 9: Investors Demand for Transparency – What Investors Want

0%

10%

20%

30%

40%

50%

60%

Leve

rage

deta

il

Valu

ati

on

meth

odolo

gy

Ris

k a

naly

tics

Sect

or

leve

l

deta

il

Posi

tion leve

l

deta

il

Hedgin

g

posi

tions

Geogra

phic

exposu

re

Counte

rpart

y

exposu

re

Source: SEI Hedge Fund Investor Survey

While generating strong performance remains a key factor in attracting assets, we believe that having a

strong risk management culture and a robust infrastructure are essential in retaining these assets. These

require increases in investments in compliance and infrastructure to support the more rigorous client

requirements. Larger hedge funds have an advantage over the smaller funds that do not have a strong risk

management culture or sophisticated risk management tools. Och-Ziff, being a public company, provides

an additional assurance in that respect.

A 2011 survey conducted by Ernst & Young revealed that the main reason for not hiring a specific hedge

fund was a lack of adequate risk management. Clearly, with more pension funds, endowments, and

foundations allocating capital to hedge funds and with the backdrop of the financial crisis, risk management

capabilities are a key consideration.

Being a public company, Och-Ziff has made risk management a priority. For one, it has to comply with

rules such as Sarbanes-Oxley that other private hedge funds do not have to worry about. As part of

becoming Sarbanes-Oxley compliant, companies had to produce lengthy documents describing risks and

internal controls to detect issues related to operations and financial reporting. During the process of

becoming compliant, a large number of companies introduced new internal controls or modified existing

controls that were not deemed sufficient by their consultants. We believe that being compliant can provide

additional comfort to potential investors.

Och-Ziff has made not losing money for investors its top priority, and this is an essential part of its

investment process. The company has a Risk Committee that meets on a regular basis to assess the

portfolios and suggest corrective measures. The annual filings show that stress testing is an integral part of

the portfolio evaluation process. Portfolio managers and analysts meet on a daily basis to review each

position in each fund to determine inherent risk.

Furthermore, the duties of the Risk Committee include a review of operational risks. As Och-Ziff puts it,

risk management is in the DNA of the firm. After all, the company‘s value proposition is that it can

produce positive returns on a consistent basis with low volatility compared to equity markets.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 15: OZM Initiation

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Improved Investment Performance and the Associated Incentive Fees might not be Fully Priced into the Stock

Och-Ziff has passed its high-water marks, offsetting the „disappointing‟ performance posted in 2011. We

believe that it is going to earning incentive fees in 2012 in excess of what might be priced in the stock.

As an alternative asset manager, Och-Ziff earns a management fee based on the assets it manages and an

incentive fee based on the investment performance that it generates. Incentive fees will be charged to

clients as soon as Och-Ziff generates positive returns, absent of any high-water marks. Growth in AUM and

strong performance should lead to revenue and earnings growth. While lower management fees are priced

into the stock—management fees have come down to 1.7% as the company has expended its credit

offering, which have lower management fees and longer lock-up periods—we believe that the market has

not priced in the performance that the company could generate in 2012, and thus, the incentive fee that it

could earn.

Since 1994, the OZ Master Fund has had three years of negative performance—in 2002, 2008, and 2011.

Last year, the fund was down 0.48% resulting in high-water marks, i.e., a headwind to incentive income.

All funds passed their water marks in the first quarter of 2012, and OZ Master Fund‘s year to date

performance has been about 4.83% as of the June 30, 2012.

We believe that the market is pricing in a performance of about 5% for 2012 and we see upside potential.

Exhibit 10 shows a sensitivity analysis. Our conclusion is that valuation could increase if the company

holds on to the performance that it has generated year to date.

Exhibit 10: Sensitivity Table – Fund Performance & Earnings

2012 E

Performance

Assumed

2012 EPS Avg. Peer P/E

Assumed

2012 P/E Price Target

0.00% $0.24 14.3x 14.3x $3.45

0.50% $0.27 14.3x 14.2x $3.82

1.00% $0.30 14.3x 14.2x $4.19

1.50% $0.32 14.3x 14.1x $4.56

2.00% $0.35 14.3x 14.0x $4.93

2.50% $0.38 14.3x 14.0x $5.29

3.00% $0.41 14.3x 13.9x $5.66

3.50% $0.44 14.3x 13.8x $6.03

4.00% $0.47 14.3x 13.7x $6.39

4.50% $0.49 14.3x 13.7x $6.75

5.00% $0.52 14.3x 13.6x $7.12

5.50% $0.55 14.3x 13.5x $7.48

6.00% $0.58 14.3x 13.5x $7.84

6.50% $0.61 14.3x 13.4x $8.20

7.00% $0.64 14.3x 13.3x $8.55

7.50% $0.67 14.3x 13.3x $8.91

8.00% $0.70 14.3x 13.2x $9.27

8.50% $0.73 14.3x 13.1x $9.62

9.00% $0.76 14.3x 13.0x $9.97

9.50% $0.80 14.3x 13.0x $10.32

10.00% $0.83 14.3x 12.9x $10.67

10.50% $0.86 14.3x 12.8x $11.02

11.00% $0.89 14.3x 12.8x $11.37

Note: Peers include BLK, TRWO, IVZ, LM, BEN, WDR, JNS, EV, FII, AB, ART, AMG, CNS, CLMS, GBL, PZN as Och-Ziff has been trading in line with traditional asset managers based on average historical multiples. Pricing and consensus estimates based on FactSet data; Priced as of market close July 20, 2012 ET. Source: FactSet; RBC Capital Markets estimates

Och-Ziff Capital Management GroupJuly 24, 2012

Page 16: OZM Initiation

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We arrive at our 5% implied performance estimate by referencing the current valuation of about $7.

Historically, Och-Ziff has traded at a 5% discount to the average P/E multiple of traditional asset managers.

Assuming that this still holds true, one would expect Och-Ziff to earn about $0.52 for 2012. The company

could get there if it generates performance of about 5% for the full year of 2012. So far, the performance

has been north of 4.5% year to date (or roughly 9% annualized), and we believe that Och-Ziff can generate

returns of about 8% for 2012. Assuming that the funds continue to perform well, incentive income could

drive full-year 2012 earnings thereby resulting in higher stock valuation. Based on an 8% performance, the

stock could be trading close to $9 by the end of the year. We arrive at $9 by applying $0.70 of estimated

2012 earnings a peer P/E multiple of 13.2x. Another way of looking at current valuation is that based on the

current stock price of around $7, the implied P/E on earnings of $0.70 would be around 10x. Traditional

asset managers are trading around 14.3x. Based on this approach, Och-Ziff would be trading at a discount

of 30% to traditional asset managers.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 17: OZM Initiation

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Financial Analysis

Recent Results

Och-Ziff executed on its promise to improve performance in the March 2012 quarter. The company

reported that its flagship OZ Master Fund, the European and Asian funds, and the OZ Global Special

Investments Master Fund were up 5% through April 30, 2012. This was welcome news as 2011 had been a

difficult year for the company and the industry. Clearly, all funds were past their high-water marks in the

March quarter, thereby putting the company back on path of earning incentive fees in the fourth quarter of

2012. Exhibit 11 below shows that 2011 was only the third time since inception that the company had

negative returns. We estimate that the total return since inception is about 14% for the OZ Master Fund.

Exhibit 11: Performance Since Inception

Performance - OZM vs. S&P 500

(50%)

(40%)

(30%)

(20%)

(10%)

0%

10%

20%

30%

40%

50%

1994 1997 2000 2003 2006 2009 1Q12

OZ Master Fund S&P 500

Source: Company reports, FactSet

We would argue that there are only two factors that matter in the hedge fund world today: fund

performance and, more recently, size. According to data by eVestment, the first quarter of 2012 saw a

bifurcation. Hedge funds that had more than $1 billion in assets under management received 78% of the net

flows in the quarter. However, performance, once again, trumped size. Based on the data, about 60% of the

funds that had negative performance in 2011 had outflows irrespective of size. This is probably why Och-

Ziff had an aggregate $600 million of outflows in the first four months of the current year. The company

disclosed that assets under management stood at $29.8 billion as of May 1, 2012. Had it not been for the

strong performance, which added about $1.6 billion to assets, AUM would have decreased to $28.2 billion.

Having said that, we would expect flows to improve as performance improves. The first quarter was a good

start in that respect with a 5% return. And while the S&P 500 was up 11% for the same time period, Och-

Ziff achieved its returns with 36% of the volatility of the S&P 500 index. This is the company‘s value

proposition—generating returns while protecting investors from the down-side risk.

Och-Ziff Capital Management GroupJuly 24, 2012

Page 18: OZM Initiation

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Exhibit 12: Net Flows ($ millions)

($1,165)

$4,569

$3,117$4,135

($722)

$2,693

$1,116($63)

$7,592

($8,053)($10,000)

($8,000)

($6,000)

($4,000)

($2,000)

$0

$2,000

$4,000

$6,000

$8,000

$10,000

2003 2004 2005 2006 2007 2008 2009 2010 2011 1Q12

Net Flows

Source: Company reports

To be sure, recent flows have lagged what the company was able to generate from 2004 to 2007, the year it

went public. However, given the size of Och-Ziff—it is the third-largest US hedge fund—we would expect

flows to improve as performance improves. Nonetheless, there could be some headwinds in the short run.

While Och-Ziff recorded outflows in January 2012, flows turned positive in February and March, thereby

resulting in total net inflows of $902 million for the past four quarters ending in 1Q12. However, once

again, flows turned negative in April of 2012. Management still has some heavy lifting to do in attracting

assets and convincing clients that performance is picking up again.

In the aftermath of the financial crisis, fund of hedge funds have been losing assets. This is a trend that we

believe will continue given the increased focus on transparency. Instead of using fund of funds as an

investment vehicle, entities such as pension plans, foundations, endowments, private banks, and family

offices have started investing directly in hedge funds. In addition to targeting these clients, Och-Ziff is also

shifting its focus and putting more capital to work in US-structured credit and Asian long/short strategies.

Exhibit 13 shows the increase in funds being allocated to US structured credit.

Exhibit 13: Asset Allocation by Strategy

OZ Master Fund by Investment Strategy 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12

Long/Short Equity Special Situation 30% 36% 40% 35% 22% 24% 37%

Structured Credit 15% 17% 17% 19% 18% 18% 26%

Convertible and Derivative Arbitrage 18% 17% 17% 16% 13% 14% 15%

Corporate Credit / Credit 11% 12% 12% 15% 12% 13% 13%

Private Investments 10% 7% 7% 7% 7% 6% 6%

Merger Arbitrage 7% 6% 7% 2% 3% 4% 3%

Cash / Other 9% 5% 0% 6% 25% 21% 0%

Source: Company reports

Fund flows follow performance. It will be critical for Och-Ziff to continue improving performance in 2012

to reverse the trend in flows we have seen in the first four months of 2012.

Financial Projections

We are expecting Och-Ziff to increase its total AUM at year end from $28.8 billion in 2011 to $30.8 billion

in 2012 and $36.2 billion in 2013, driven by increasing secular client demand for absolute return strategies.

We expect most of the increase to be within Och-Ziff's flagship OZ Master Fund, with AUM to increase

from $20.2 billion in 2011 to $21.4 billion in 2012 and $25.2 billion in 2013.

Och-Ziff Capital Management GroupJuly 24, 2012

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Exhibit 14: AUM Roll Forward

Assets under management

($ in billion) 2010A 2011A 2012E 2013E

Beginning of period balance $23.1 $27.9 $28.8 $30.8

Net flows 2.7 1.1 (0.3) 1.2

Market appreciation / (depreciation) 2.2 (0.3) 2.3 4.3

End of period balance $27.9 $28.8 $30.8 $36.2

Source: Company reports, RBC Capital Markets Estimate

We are forecasting revenues (economic income basis) to increase from $0.6 billion in 2011 to $0.8 billion

in 2012 and $1.2 billion in 2013, mainly due to expectations for significantly higher incentive income, as

well as increased management fees. As a result of a higher portion of revenues being derived from

incentive income, we believe pre-tax margins (economic income basis) will increase from 49.5% seen in

2011 to 55.6% in 2012 and 61.3% in 2013. We expect Och-Ziff to generate $434.1 million in economic

income in 2012 and $738.5.1 million in 2013, compared to economic income of $273.8 million in 2011.

Our distributable EPS estimate for 2012 and 2013 is $0.70 per share and $1.16 per share, respectively. This

compares to distributable EPS of $0.48 in 2011.

Valuation

Valuation Methodology

Och-Ziff has traded at a wide range of forward looking P/E multiples since the shares have floated. Exhibit

15 below shows the range since 2008.

Exhibit 15: Och-Ziff Forward Looking P/E multiples

0x

5x

10x

15x

20x

25x

30x

35x

40x

45x

50x

Jan-0

8

May-0

8

Sep-0

8

Jan-0

9

May-0

9

Sep-0

9

Jan-1

0

May-1

0

Sep-1

0

Jan-1

1

May-1

1

Sep-1

1

Jan-1

2

May-1

2

Source: Bloomberg; RBC Capital Markets

On a relative basis, Och-Ziff has been trading at a premium to the S&P 500 in 2009. Lately, it has been

trading at a discount to the S&P 500.

Och-Ziff Capital Management GroupJuly 24, 2012

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Exhibit 16: Och-Ziff Forward Looking P/E Relative to S&P 500 Index

0.3x

0.8x

1.3x

1.8x

2.3x

2.8x

Jan-0

8

May-0

8

Sep-0

8

Jan-0

9

May-0

9

Sep-0

9

Jan-1

0

May-1

0

Sep-1

0

Jan-1

1

May-1

1

Sep-1

1

Jan-1

2

May-1

2

Source: Bloomberg; RBC Capital Markets

More recently, Och-Ziff has been trading in line with other alternative asset managers.

Exhibit 17: Och-Ziff Forward Looking P/E Relative to RBC Alternative Asset Managers Index

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

Jan-0

8

May-0

8

Sep-0

8

Jan-0

9

May-0

9

Sep-0

9

Jan-1

0

May-1

0

Sep-1

0

Jan-1

1

May-1

1

Sep-1

1

Jan-1

2

May-1

2

Note: RBC Alternative Asset Managers Index includes APO, BX, KKR and FIG

Source: Bloomberg; RBC Capital Markets

We value Och-Ziff on a ―one plus a half‖ methodology, which is a deviation from the valuation approach

we have used for traditional asset managers. Under this method, earnings derived from asset management

fees are valued using a peer multiple, while earnings attributed to incentive income are valued at a discount.

Management fees earned by Och-Ziff are higher than that earned by traditional long only fund managers,

potentially justifying a premium to peer P/E multiples. However, we believe that lack of scale offsets the

benefits of higher fees. Thus, we are using the peer multiple to value peer asset management fees, as we do

not think higher fees would result in higher margins for Och-Ziff. We apply a 50% discount to earnings

related to incentive income. We believe a discount is justified as performance fees are more volatile than

management fees.

Our price target for Och-Ziff is $10. On average, Och-Ziff has traded at a 5% discount to traditional asset

managers. We arrive at our price target using a price-to-earnings multiple of 11.7x on 2013 estimated

management fee earnings of $0.54 per share. We value earnings based on management fees at $6.27.

Furthermore, we value incentive income based on a price-to-earnings multiple of 5.8x and 2013E incentive

income EPS of $0.63. The multiple of 5.8x represents a 50% discount to the management fee multiple. We

value earnings based on incentive income at $3.65 per share. The sum of the two valuations leads us to our

price target of $10 for Och-Ziff.

Och-Ziff Capital Management GroupJuly 24, 2012

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Exhibit 18: Valuation

Valuation

2013 Management Fee EPS $0.54

P/E Multiple 11.7x

Per Share $6.27

2013 Incentive Income EPS $0.63

P/E Multiple 5.8x

Per Share $3.65

Price Target $10

Source: FactSet; RBC Capital Markets estimates

Market Sensitivity Analysis

Our EPS sensitivity analysis to equity market movements starts with our published estimates as the base

case. Our base case assumes uniform market appreciation, with OZ funds generating returns of 13% in

2013. We believe these assumptions are in line with long-term historical average returns. For the bull case

scenario, we assume OZ funds will generate returns of 19%. For the bear case, we zero returns for 2013

and no incentive income.

Exhibit 19: EPS Sensitivity to Equity Market Movements

Scenario

Implied

2013 P/E

2013

Peer P/E

(Discount)/

Premium 2013 EPS PT

Base Case 8.6x 12.3x -30% $1.16 $10

Bear Case 12.3x 12.3x 0% $0.39 $5

Bull Case 7.7x 12.3x -37% $1.56 $12

Source: RBC Capital Markets estimate

Och-Ziff Capital Management GroupJuly 24, 2012

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Exhibit 20: Valuation Matrix

Market Current 52-week Div. Enterprise YTD YTD

Company Ticker Cap ($m) Price High Low Yield Value ($m) 2012E 2013E 2012E 2013E 2011A 2012E 2013E EV/AuM P/AuM Price Perf. Total Return

Traditional Asset Managers

BlackRock BLK $24,213 $173.31 $209.37 $137.00 3.46% $33,397.86 $13.08 $14.59 13.2x 11.9x 9.2x 9.1x 8.2x 0.009x 0.007x (2.8%) (1.1%)

T.Rowe Price TROW 15,681 61.47 $66.00 $44.68 2.21% $15,111.57 3.27 3.76 18.8x 16.3x 11.6x 10.4x 9.2x 0.027x 0.028x 7.9% 9.1%

INVESCO IVZ 9,655 21.54 $26.94 $14.52 3.20% $10,680.89 1.82 2.10 11.9x 10.2x 9.2x 9.0x 8.0x 0.016x 0.014x 7.2% 8.6%

Legg Mason LM 3,616 25.61 $32.58 $22.36 1.72% $3,499.53 1.67 2.27 15.4x 11.3x 7.3x 6.7x 6.1x 0.005x 0.006x 6.5% 7.2%

Franklin Resources BEN 23,746 110.35 $135.21 $87.71 0.98% $19,075.69 8.92 9.74 12.4x 11.3x 6.7x 6.7x 6.2x 0.026x 0.033x 14.9% 15.4%

Waddell & Reed WDR 2,457 28.46 $38.73 $22.85 3.51% $2,023.61 2.21 2.44 12.9x 11.6x 6.5x 6.2x 5.6x 0.022x 0.026x 14.9% 16.8%

Janus Capital Group Inc. JNS 1,361 7.22 $9.70 $5.36 3.32% $1,401.99 0.57 0.68 12.7x 10.6x 4.0x 5.0x 4.6x 0.009x 0.008x 14.4% 16.1%

Eaton Vance Corp. EV 3,054 26.43 $29.64 $20.07 2.88% $3,642.09 1.83 2.04 14.4x 13.0x 8.0x 8.7x 8.3x 0.018x 0.015x 11.8% 13.4%

Federated Investors, Inc. FII 2,158 20.71 $23.89 $14.36 4.64% $2,115.35 1.64 1.76 12.6x 11.8x 7.7x 7.1x 6.7x 0.006x 0.006x 36.7% 40.0%

AllianceBernstein AB 1,260 11.98 $18.76 $11.55 8.68% $1,220.60 1.04 1.17 11.5x 10.3x 2.5x 2.6x 2.5x 0.003x 0.003x (8.4%) (5.9%)

Artio Global Investors ART 187 3.14 $11.22 $2.83 2.55% $164.13 0.16 0.04 19.8x n/m 1.2x 10.0x n/m 0.006x 0.007x (35.7%) (34.4%)

Affiliated Manager Group AMG 5,528 107.63 $115.66 $70.27 0.00% $7,276.03 7.28 8.58 14.8x 12.5x 14.9x 13.3x 11.3x 0.020x 0.015x 12.2% 12.2%

Cohen & Steers CNS 1,377 31.91 $40.93 $23.79 2.26% $1,242.58 1.63 1.93 19.5x 16.5x 15.3x 10.9x 9.5x 0.028x 0.031x 10.4% 11.7%

Calamos CLMS 221 10.85 $14.66 $9.40 3.50% $113.22 0.92 0.89 11.9x 12.3x 0.7x 0.9x 0.8x 0.003x 0.006x (13.3%) (11.9%)

GAMCO GBL 1,214 45.57 $52.98 $35.81 0.35% $1,169.06 3.13 3.30 14.6x 13.8x 9.2x 8.4x 7.8x 0.032x 0.033x 4.8% 5.6%

Pzena Investment Mgmt PZN 266 4.11 $7.39 $3.18 2.92% $268.93 0.33 0.39 12.3x 10.5x 6.2x 6.8x 6.5x 0.018x 0.018x (5.1%) (1.3%)

Mean 2.89% 14.3x 12.3x 7.5x 7.6x 6.7x 0.016x 0.016x 4.8% 6.3%

Median 2.90% 13.1x 11.8x 7.5x 7.8x 6.7x 0.017x 0.015x 7.6% 8.9%

Min 0.00% 11.5x 10.2x 0.7x 0.9x 0.8x 0.003x 0.003x (35.7%) (34.4%)

Max 8.68% 19.8x 16.5x 15.3x 13.3x 11.3x 0.032x 0.033x 36.7% 40.0%

Alternative Asset Managers

Och-Ziff OZM $2,920 $7.05 $13.23 $6.56 5.67% $2,493.47 $0.48 $1.15 6.2x 5.4x 8.9x 3.6x 3.3x 0.083x 0.097x (16.2%) (14.8%)

Apollo Global Manager APO 1,696 13.41 $17.94 $8.85 7.46% $7,415.10 (0.86) 2.22 6.0x 4.6x -24.3x 7.8x 6.1x 0.086x 0.020x 8.1% 14.9%

Blackstone BX 6,727 13.15 $17.78 $10.51 3.04% $23,469.76 (0.57) 1.47 9.0x 6.4x 46.7x 38.3x 28.3x 0.123x 0.035x (6.1%) (4.0%)

KKR KKR 3,253 14.00 $16.10 $8.95 4.29% $43,312.58 0.73 2.06 6.8x 6.4x 73.7x 156.8x 102.3x 0.695x 0.052x 9.1% 12.7%

Fortress Investment Group FIG 1,950 3.79 $4.79 $2.67 5.28% $2,518.22 0.46 0.41 9.2x 6.9x 11.0x 10.4x 7.6x 0.054x 0.042x 12.1% 15.3%

Mean 5.15% 7.4x 5.9x 23.2x 43.4x 29.5x 0.208x 0.049x 1.4% 4.8%

Median 5.28% 6.8x 6.4x 11.0x 10.4x 7.6x 0.086x 0.042x 8.1% 12.7%

Min 3.04% 6.0x 4.6x -24.3x 3.6x 3.3x 0.054x 0.020x (16.2%) (14.8%)

Max 7.46% 9.2x 6.9x 73.7x 156.8x 102.3x 0.695x 0.097x 12.1% 15.3%

S&P 500 SP50 $12,316,922 $1,362.66 $1,422.38 $1,074.77 2.21% $96.42 $104.26 14.1x 13.1x 8.4% 8.4%

S&P 500 / Asset Mgmt & Custody Banks SPT30 134,632 120 138.27 94.63 2.53% 9.84 10.32 12.7x 12.1x 5.3% 5.3%

S&P Comp. 1500 / Asset Mgmt & Custody Banks SPT29 154,759 131 149.00 102.23 2.59% 10.56 11.04 12.8x 12.3x 6.3% 6.3%

S&P Mid Cap 400 / Asset Mgmt & Custody Banks SPT31 16,977 225 245.14 168.41 2.50% 16.40 16.85 14.0x 13.6x 14.7% 14.7%

S&P 500 / Financials SP621 1,737,330 $193.42 215.37 151.85 2.07% 14.57 17.63 13.5x 11.2x 10.4% 10.4%

Current P/EConsensus CY EPS EV/EBITDA Consensus

Asset Management Research

Source: FactSet (Priced as of market close July 20, 2012 ET); RBC Capital Markets

Och-Ziff Capital Management GroupJuly 24, 2012

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Company Description

Och-Ziff Capital Management Group (NYSE:OZM) is an international investment-management firm

providing asset-management services primarily to institutional investors globally through its hedge funds

and other alternative investment vehicles. Och-Ziff‘s goal is to deliver positive returns in any market with

less volatility than that of the S&P 500 Index. The company prides itself on being one of the larger

alternative asset managers in the world, and as of May 1, 2012, it had approximately US$29.8 billion of

assets under management spread across long/short equity special situations, structured credit, convertible

and derivative arbitrage, corporate credit, private investment, merger arbitrage, and real estate strategies.

Och-Ziff is the only publicly traded, pure, hedge fund manager.

The company was founded in 1994 by Daniel Och with an initial seed investment of $100 million from Ziff

Brothers Investment LLC. Prior to founding Och-Ziff, Mr. Och had been with Goldman Sachs for 11 years

working in the risk arbitrage department; he was later promoted co-head of US Equities Trading and head

of Proprietary Trading at Goldman Sachs‘ equities division. Och-Ziff completed an initial public offering

on November 14, 2007 and listed its shares on the NYSE at a price of $32. Och-Ziff was one of the few

alternative asset managers to complete its IPO before the onset of the global financial crisis.

As of December 31, 2011, Och-Ziff had 434 employees, including 131 investment professionals and 17

executive managing directors, working from its headquarters in New York and offices in London, Hong

Kong, Mumbai, and Beijing. The company‘s London office houses its European investment team while the

majority of the Asian investment team works out of the Hong Kong office.

Och-Ziff has one reporting segment, the Och-Ziff Funds segment that offers asset management services to

its hedge funds and other alternative investment vehicles. Other operations consists of a real estate business

that offers asset management services to the company‘s real estate funds, and managing investments in

businesses established to increase Och-Ziff‘s private-investment platform.

Exhibit 21: Organizational Structure

Och-Ziff

Capital Management

Group LLC

(NYSE: OZM)

Och-Ziff CorpOch-Ziff

Holding

OZ

Management

OZ

Advisors I

OZ

Advisors II

Source: Company reports

Och-Ziff Capital Management Group LLC is the holding company listed on NYSE. Its main assets are the

ownership interests in the Och-Ziff Operating Group entities, which are indirectly owned through Och-Ziff

Corp. and Och-Ziff Holding, i.e., the general partners. The general partners control the business and affairs

of the Och-Ziff Operating Group. Principal operations are conducted through Och-Ziff Operating Group.

Och-Ziff Capital Management GroupJuly 24, 2012

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Share Structure

Class A shares were issued to the public through an initial public offering (IPO) in November 2007 and are

publicly traded on the New York Stock Exchange. Class A shares provide economic interest, i.e., pay

dividends out of the holding company. In addition, Class A shares holders are entitled to one vote per share.

Class B shares are held by the partners. Class B shares have no economic rights, i.e., holders of Class B

shares do not receive dividends. Class B shares merely provide the partners with a voting interest in the

management company.

Group A units are held by the partners and the Ziff family. Prior to going public, partners and the Ziff

family collectively owned 100% of the Och-Ziff Operating Group. As part of the initial offering, each

partner and the Ziffs were issued Och-Ziff Operating Group A units. These Group A units provide

economic interest, but in contrast to Class A shares, dividends are being paid at the operating group level

(OZ Management, OZ Advisors I, OZ Advisors II). This structure was set up in order to minimize the tax

impact on earnings of the partners and the Ziff family. Group A units are exchangeable to Class A shares

after certain criteria have been met, including minimum retained ownership requirements by the partners.

Economic Interest

Class A shares represent approximately 31.9% economic interest in the Och-Ziff Operating Group entities

(OZ Management, OZ Advisors I, OZ Advisors II) and 100% of economic interest at the holding company

(Och-Ziff Capital Management Group LLC). Class A shares are entitled to 100% of any distribution

declared by the board of directors for Och-Ziff Capital Management Group. Put differently, unlike Group A

Unit holders, the publicly traded Class A shares receive their dividends at the holding company level. In

contrast, the partners and the Ziff family who hold all Group A units receive distributions at the operating

group level. This structure provides Group A Unit holders with tax benefits on the 68.1% of economic

interest that they hold. The Class A shareholder and the partners receive distributions pro rata based on

their equity ownership in Och-Ziff.

Voting Rights

The Class A shares hold 33.7% of the total combined voting power. Class B shares provide the partners

with a voting interest in the management company commensurate with their economic interests in the

business. Class B shares represent 66.3% of the total combined voting power as of December 31, 2011.

Through a proxy granted by the partners to Mr. Och, he can control how all Class B Shares are voted.

Thus, the partners and the Ziff family are on par with public shareholders for the following reason: Their

Class B shares in combination with their Group A units, give them voting rights and economic interest in

Och-Ziff. As of December 31, 2011, these Group A units represented 68.1% equity interest in the Och-Ziff

Operating Group and provide the partners and the Ziff family with a 66.3% combined voting power.

Och-Ziff Capital Management GroupJuly 24, 2012

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Fund Investors

The company‘s global base of clients includes pension funds, fund of funds, foundations, endowments,

corporations, other institutions, private banks, and family offices.

Exhibit 22: Investors by Type, as of December 31, 2011 Investors by Type (Dec 31, 2011)

Pensions

28%

Fund-of-

Funds 18%

Foundation

and

Endowment

14%

Corporate,

Institution

al and

Other 12%

Private

Banks 12%

Related

Parties 9%

Family

Offices and

Individuals

7%

Source: Company reports

Exhibit 23: AUM Breakdown by Investor Type, as December 31, 2011

Institutional

93%

Retail / HNW

7%

Note: Retail includes family offices and individuals.

Source: Company reports, RBC Capital Markets

Och-Ziff Capital Management GroupJuly 24, 2012

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Exhibit 24: OZ Master Fund by Investment Strategy, as of December 31, 2011

Cash

21%

Equities

24%

Fixed Income

31%

Alternatives /

Other

24%

Note: Represents AUM strategy breakdown for the OZ Master Fund, which represents 70% of AUM. Fixed Income includes structured credit. Alternatives/Other includes: private investments, merger arb, convertible and derivative arb. Source: Company reports, RBC Capital Markets

The vast majority of Och-Ziff‘s clientele are domestic. About 72% of Och-Ziff‘s investors are based in

North America versus 28% for the rest of the world.

Exhibit 25: Investors by Geography, as of December 31, 2011

Asia

11%

North America

72%

Europe

17%

Note: AUM breakdown by client domicile.

Source: Company reports, RBC Capital Markets

Och-Ziff Funds

The company‘s funds are organized using a ‗master-feeder‘ structure. The feeder funds are structured to

meet the needs of various groups of investors and are separate legal entities. These feeder funds enable

various types of investors across the globe to invest in a hedge fund in a tax efficient manner. The feeder

funds take into consideration the regulatory constraints of various types of investors. Och-Ziff‘s clients

invest into these feeder funds, which in turn hold direct or indirect interest in a master fund. The master

fund and its subsidiaries are the primary investment vehicle for the feeder funds, that is, it is the only

vehicle to invest in the master fund. All funds are managed by the Och-Ziff Operating Group.

The company currently manages four main investment funds representing about 87% of assets under

management as of December 31, 2011. These funds invest across multiple strategies as outlined in the

Investment strategies section.

OZ Master Fund: This multi-strategy fund is Och-Ziff‘s flagship fund. As of December 31, 2011, assets

under management were $20.2 billion representing 70% of the total AUM. The OZ Master Fund allocates

capital in North America, Europe, and Asia with investments mirroring those made in the OZ Europe

Och-Ziff Capital Management GroupJuly 24, 2012

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Master Fund and the OZ Asia Master fund. About 52% of assets were invested in the Americas while 31%

were invested in Europe, the Middle East, and Africa (EMEA) and 17% in Asia and Australia.

Exhibit 26: OZ Master Fund Allocation, as of December 31, 2011 OZ Master Fund Allocation (Dec 31, 2011)

Merger

Arbitrage

4%

Private

Investment

6%

Credit 13%

Convertible

and

Derivative

Arbitrage

14%

Structured

Credit 18%

Cash 21%

Long/Short

Equity 24%

Source: Company reports

OZ Europe Master Fund: A multi-strategy fund with assets under management of $2.3 billion as of

December 31, 2011. The OZ Europe Master Fund constituted 8% of the total AUM. The fund allocates

capital between the convertible, credit, long/short equity, merger arbitrage, private investments, and

structured credit strategies. Geographic exposure includes Europe, Africa, and the Middle East.

OZ Asia Master Fund: A multi-strategy fund that allocates capital among the different investment strategies

in Asia, Australia, and New Zealand. As of December 31, 2011, AUM of $1.6 billion represented 6% of

total AUM.

OZ Global Special Investments Master Fund: With $1 billion of AUM as of December 31, 2011, the fund

constituted 3% of the total AUM. The fund has a higher concentration of longer-term investments than the

investments that the company makes in other funds. This fund invests globally in private investments, the

various investment strategies described below, and allocates capital to the private-investment platform that

Och-Ziff is developing. The majority of capital in this fund has been contributed by the partners of the firm.

Other: The remaining 13% of the total AUM as of December 31, 2011 comprised of real estate funds and

other alternative investment vehicles managed by the company. The real estate funds invest in commercial

and residential real estate in North America, including real property, multi-property portfolios, real estate

related joint ventures, real estate operating companies, and other real estate related assets. As of December

31, 2011, Och-Ziff‘s other funds managed assets worth US$3.7 billion.

Och-Ziff Capital Management GroupJuly 24, 2012

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Investment Strategies

The table below shows the company‘s primary investment strategies.

Strategy Description

Convertible and Derivative Arbitrage

Convertible and derivative arbitrage investing takes advantage of price discrepancies among convertible and derivative securities and the underlying equity or other security. These investments may be made at multiple levels of an entity's capital structure to profit from valuation or other pricing discrepancies.

Credit Credit includes a variety of credit-based strategies, such as high-yield debt investments in distressed businesses and investments in bank loans and senior secured debt. Credit also includes providing mezzanine financing and structuring creative capital solutions.

Long/Short Equity Special Situations

Long/short equity special situations consists of fundamental long/short and event-driven investing. Fundamental long/short investing involves analyzing companies and assets to profit where Och-Ziff believes mispricing or undervaluation exists. Event-driven investing attempts to realize gain from corporate events such as spin-offs, recapitalizations, and other corporate restructurings, whether company specific or as a result of industry or economic conditions.

Merger Arbitrage Merger arbitrage is an event-driven strategy involving multiple investments in entities contemplating a merger or similar business combination. This strategy seeks to realize a profit from pricing discrepancies among the securities of the entities involved in the event.

Private Investments Private investments encompass investments in a variety of special situations that seek to realize value through strategic sales or initial public offerings.

Structured Credit Structured credit involves investments in residential and commercial mortgage-backed securities and other asset-backed securities. This strategy also includes investments in collateralized loan obligations (CLOs) and collateralized debt obligations (CDOs).

Source: Company reports

Och-Ziff Capital Management GroupJuly 24, 2012

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Assets under Management

Och-Ziff‘s AUM had grown to $30.1 billion as of March 31, 2012. The company‘s AUM witnessed an

increase of 5.0% compared to US$29.0 billion as of March 31, 2011 and was attributable to capital net

inflows of US$902.4 million and performance-related appreciation of $184.3 million. As of May 1, 2012,

estimated AUM stood at US$29.8 billion, thereby reflecting an estimated year-to-date performance-related

appreciation of US$1.6 billion and capital net outflows of about US$600 million. From 2001 to 2011, Och-

Ziff‘s assets under management grew to $28.8 billion from US$5.9 billion, which was a 17.2% CAGR.

Exhibit 27: AUM, as of March 31, 2012 (US$ billions)

$28.8$30.1

$5.9 $5.8 $5.7

$11.3

$15.6

$22.6

$33.4

$27.0

$23.1

$27.9

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 1Q12

Source: Company reports

North America contributed 53% to the total AUM, Europe contributed 29%, and Asia contributed 18%.

Och-Ziff reduced exposure to Europe in favor of North America and Asia.

Exhibit 28: AUM by Geography

March 31, 2012 December 31, 2010 AUM by Geography(March 31, 2012)

North

America

53%

Europe

29%

Asia

18%

AUM by Geography(Dec 31, 2010)

North

America

49%

Europe

35%

Asia

16%

Source: Company reports

Och-Ziff Capital Management GroupJuly 24, 2012

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30

Exhibit 29: AUM by Fund (US$ billions)

20.2 20.0 19.6

2.3 2.4 3.01.6 1.6 1.51.0 1.0 1.23.7 3.8 2.6

0.0

5.0

10.0

15.0

20.0

25.0

30.0

'Dec-11 Sep-11 Dec-10

OZ Master Fund OZ Europe Master Fund

OZ Asia Master Fund OZ Global Special Investments Master FundOther

Source: Company reports

Exhibit 30: AUM by Fund, as of December 31, 2011

AUM by Fund (Dec 31, 2011)

OZ Master

Fund

70.1%

OZ Europe

Master

Fund

8.0%

OZ Asia

Master

Fund

5.6%

OZ Global

3.5%

Other

12.8%

Source: Company reports

Och-Ziff Capital Management GroupJuly 24, 2012

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Management Team

The table below provides some background information on Och-Ziff‘s Executive Managing Directors.

Name Title Background

Daniel S. Och CEO, Executive MD, Chairman of the Board of Directors, Chairman of the Partner Management Committee

Mr. Och is the founder of the Och-Ziff Capital Management Group. Mr. Och serves as Och-Ziff's Chief Executive Officer and Chairman of the Board of Directors and the Partner Management Committee. Prior to founding Och-Ziff in 1994, Mr. Och spent 11 years at Goldman Sachs & Co. He began his career in the Risk Arbitrage Department, and later responsibilities included Head of Proprietary Trading in the Equities Division and Co-Head of US Equities Trading. Mr. Och holds a B.S. in Finance from the Wharton School of the University of Pennsylvania.

Joel M. Frank CFO & COO, Executive MD, Member of the Board of Directors, Member of the Partner Management Committee

Mr. Frank is Chief Financial Officer and Senior Chief Operating Officer of Och-Ziff, and is a member of Och-Ziff's Board of Directors and Partner Management Committee. Prior to joining Och-Ziff at its inception, Mr. Frank was with Rho Management Company Inc. as its Chief Financial Officer from 1988 to 1994. He was previously with Manufacturers Hanover Investment Corporation from 1983 to 1988 as Vice President and Chief Financial Officer and with Manufacturers Hanover Trust from 1977 to 1983. Mr. Frank holds a B.B.A. in Accounting from Hofstra University and an M.B.A. in Finance from Fordham University. He is a C.P.A. certified in the state of New York.

David Windreich Head of US Investing, Executive MD, Member of the Board of Directors, Member of the Partner Management Committee

Mr. Windreich is Head of US Investing for Och-Ziff and is a member of Och-Ziff's Board of Directors and Partner Management Committee. Prior to joining Och-Ziff at its inception in 1994, Mr. Windreich was a Vice President in the Equity Derivatives Department of Goldman Sachs & Co. He began his career at Goldman Sachs & Co. in 1983 and became a Vice President in 1988. Mr. Windreich holds both a B.A. in Economics and an M.B.A. in Finance from the University of California, Los Angeles.

Michael L. Cohen Head of European Investing, Executive MD, Member of the Partner Management Committee

Mr. Cohen is Head of European Investing for Och-Ziff, is a member of Och-Ziff's Partner Management Committee and helps manage Och-Ziff's London office. Prior to joining Och-Ziff in 1997, Mr. Cohen was with Franklin Mutual Advisory as an Equity Research Analyst and with CS First Boston as an Investment Banking Analyst specializing in the financial services sector. Mr. Cohen holds a B.A. in Economics from Bowdoin College.

Zoltan Varga Head of Asian Investing, Executive MD, Member of the Partner Management Committee

Mr. Varga is Head of Asian Investing for Och-Ziff, is a member of Och Ziff's Partner Management Committee and helps manage Och-Ziff's Hong Kong office. Prior to joining Och-Ziff in 1998, Mr. Varga was with Goldman Sachs & Co. as an Investment Banking Analyst in the Mergers and Acquisitions Department. Mr. Varga holds a B.A. in Economics from DePauw University.

Harold A. Kelly Head of Global Convertible and Derivative Arbitrage, Executive MD, Member of the Partner Management Committee

Mr. Kelly is Head of Global Convertible and Derivative Arbitrage for Och-Ziff and is a member of Och-Ziff's Partner Management Committee. Prior to joining Och-Ziff in 1995, Mr. Kelly spent seven years trading various financial instruments and held positions at Cargill Financial Services Corporation, Eagle Capital Management, Merrill Lynch International, Ltd., and Buchanan Partners, Ltd. Mr. Kelly holds a B.B.A. in Finance and also holds an M.B.A. and a Ph.D. in Business Administration from the University of Georgia.

Source: Company reports, FactSet

Och-Ziff Capital Management GroupJuly 24, 2012

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Investment Risks and Price Target Impediments

Global economy and capital market conditions could impact Och-Ziff’s ability to execute its

strategy

Och-Ziff‘s goal of generating consistent, positive, absolute returns could be impacted by global financial

markets and economic conditions. Extreme volatility in markets and a lack of liquidity could negatively

impact the company‘s ability to execute its strategies. Ultimately, performance would suffer, leading to

outflows of assets. Earnings are driven by Och-Ziff‘s ability to generate positive returns and grow assets

under management. A lack of incentive income, high watermarks and lower management fees due to lower

AuM could lead to a shortfall in earnings and negatively impact our price target.

Decline in asset values could impact Och-Ziff’s earnings.

Growth of assets under management is driven by inflows and market performance. A decline in asset

values would result in lower assets under management, potentially offsetting any new money into the

various funds. Value of investments is driven by macro economic events the company has no control over.

A reduction in asset levels would lead to lower earnings as management fees would be applied to lower

assets under management. Our price target would have to be revised downward if AuM were to decrease.

A reduction in risk appetite could lead to lower earnings

While Och-Ziff‘s stated goal is to generate positive returns in any market condition, a reduction in risk

appetite could lead to asset outflows. Och-Ziff is being regarded as a hedge-fund and as such, it is not

immune to industry trends. In 2009, investors redeemed $9.9 billion due to the financial crisis. Extreme

events in financial markets could cause investors to become risk averse and hold more cash or invest in

conservative asset classes such as US sovereign debt. This could lead to outflow of assets. We do not

model out a scenario like this as it is difficult to determine extreme events. As such, we would have to

revise our earnings forecast and reduce our price target if such an event were to occur.

Weak fund performance could lead to outflows and lower earnings

Och-Ziff‘s ability to attract assets and grow earnings is dependent on the performance it generates.

Negative performance or generating low risk adjusted returns versus the broader market could increase

redemptions and lower inflows of new money. Negative performance would impact incentive income, as

well. This could negatively impact our revenue and earnings forecast. We are currently expecting a 5%

fund performance for full year 2012. Our price target would have to be revised downward if performance

deteriorated.

Competition could pressure margins

The asset management business is immensely competitive. Och-Ziff competes for talent, opportunities and

assets with other hedge funds, private equity firms, specialized funds, traditional asset managers,

investment banks and other financial institutions. A number of these competitors have greater financial,

technical, marketing and other resources than Och-Ziff. They can raise larger funds and reduce the size and

duration of pricing inefficiencies that alternative investment strategies seek to exploit. An increase in the

amount of capital to alternative investments could reduce profitable investment opportunities. Och-Ziff

might be forced to match or provide more attractive investment fees, structures and terms in order to retain

or attract customers. We do not forecast a decline in margins. Were competition to intensify, we would

need to reduce our earnings assumption, which would negatively impact our price target.

Key Person risk

The loss of key partners at Och-Ziff could lead to asset outflows. The company has identified Daniel S.

Och, Joel M. Frank, David Windreich, Michael L. Cohen, Zoltan Varga and Harold A. Kelly as key

partners. If a key partner were to leave, performance of funds, the company‘s ability to retain or attract

investors, to raise new funds and to hold on to highly qualified employees could suffer. Most of the funds

have a special withdrawal provisions which allows clients to withdraw their funds if Daniel Och dies or

ceases to perform his duties. Clients would not be subject to redemption fees. The departure of key partners

could lead to a loss of expertise, knowledge and assets. This could negatively impact our earnings forecast

and our price target.

Och-Ziff Capital Management GroupJuly 24, 2012

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33

New regulations or amendments and changes to existing regulations could impact

operations

In the aftermath of the financial crisis, call for additional rules and regulations for the financial industry has

increased. There have been numerous investigations into insider trading, compliance and other misconduct

which has brought hedge funds on to regulators‘ radar. The Dodd-Frank Act could result in hedge funds,

including Och-Ziff, being considered a non-bank systemically significant financial institution. Regulatory

changes could increase the costs of doing business through additional fees, assessments and compliance

expenses. New legislative and administrative proposals could preclude Och-Ziff from qualifying as a

partnership for US federal income tax purposes. Other proposals could prevent the company from internal

reorganization transactions on a tax-free basis and from acquiring other asset managers on a tax-free basis.

New regulations could impact the way the company conducts its business, the regulatory capital it has to

hold, valuation of assets, disclosure requirements and costs and marketing. It could make the company less

competitive and could result in clients withdrawing their funds. This could negatively impact our earnings

forecast and our price target.

Och-Ziff Capital Management GroupJuly 24, 2012

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Source: Company filings; RBC Capital Markets Estimates

($ in '000) 1QA 2QE 3QE 4QE 1QE 2QE 3QE 4QE 2011A 2012E 2013E

Economic Income Model

Management fees $117,880 $122,805 $121,523 $125,357 $126,844 $135,117 $143,101 $149,955 $486,192 $487,565 $555,016

Incentive income 1,221 1,221 1,221 288,382 5,223 5,223 5,223 633,026 65,026 292,045 648,695

Other revenues 364 364 364 364 384 384 384 384 2,258 1,456 1,536

Total revenues (economic income basis) $119,465 $124,390 $123,108 $414,103 $132,451 $140,724 $148,708 $783,365 $553,476 $781,066 $1,205,248

Salaries & benefits $19,300 $20,877 $20,659 $21,311 $21,563 $22,970 $24,327 $25,492 72,600 82,146 94,353

Cash bonuses 1,419 5,500 5,500 159,416 7,000 7,000 7,000 244,154 120,525 171,835 265,154

Compensation and benefits $20,719 $26,377 $26,159 $180,726 $28,563 $29,970 $31,327 $269,647 193,125 253,981 359,507

Non compensation expenses 22,547 22,351 23,089 23,818 24,100 25,672 27,189 28,491 85,837 91,805 105,453

Total expenses (economic income basis) $43,266 $48,727 $49,248 $204,544 $52,664 $55,642 $58,516 $298,138 $278,962 $345,786 $464,960

Net gains (losses) on joint ventures 51 51 51 51 52 52 52 52 592 204 208

Less: Minority interests 356 356 356 356 373 400 435 824 1,334 1,424 2,032

Economic income $75,894 $75,358 $73,555 $209,254 $79,466 $84,734 $89,809 $484,454 $273,772 $434,060 $738,463

Adjusted income taxes 18,623 20,347 19,860 56,499 21,456 22,878 24,248 130,803 74,176 115,328 199,385

Distributable income $57,271 $55,011 $53,695 $152,755 $58,010 $61,856 $65,560 $353,652 $199,596 $318,732 $539,078

Sequential growth rate 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (56.7%) 59.7% 69.1%

Distributable earnings per share $0.13 $0.12 $0.12 $0.33 $0.13 $0.13 $0.14 $0.76 $0.48 $0.70 $1.16

Annual growth rate (19.5%) (25.8%) (2.0%) 750.8% (0.6%) 10.3% 19.8% 127.2% (57.7%) 46.8% 66.0%

Dividends per share $0.10 $0.10 $0.09 $0.27 $0.10 $0.11 $0.11 $0.61 $0.40 $0.56 $0.93

Dividend payout ratio 79.1% 80.0% 80.0% 80.0% 80.0% 80.0% 80.0% 80.0% 83.9% 79.7% 79.8%

Weighted average class A shares outstanding 140,894,185 102,848,812

Weighted average partner units 304,810,448 303,681,837

Weighted average class A RSUs 7,573,010 12,037,663

Weighted average adjusted class A shares 453,277,643 454,637,476 456,001,388 457,369,393 461,943,086 463,328,916 464,718,902 466,113,059 418,568,312 455,321,475 464,025,991

Change in weighted average share count 5.71% 0.3% 0.3% 0.3% 1.0% 0.3% 0.3% 0.3% 2.2% 8.8% 1.9%

Assets under management

($ in million) 1QA 2QE 3QE 4QE 1QE 2QE 3QE 4QE 2011A 2012E 2013E

Total assets under management ($ in million)

Beginning of period balance $28,766 $30,117 $29,300 $30,042 $30,804 $32,068 $33,396 $34,791 27,935 28,766 30,804

Net flows (63) (747) 264 270 277 289 301 313 1,116 (276) 1,180

Market appreciation / (depreciation) 1,414 (70) 479 491 987 1,039 1,094 1,140 (285) 2,314 4,261

End of period balance $30,117 $29,300 $30,042 $30,804 $32,068 $33,396 $34,791 $36,244 $28,766 $30,804 $36,244

Annual incentive income calculation

% of assets earning annual incentive income 76.3% 76.3% 76.3% 76.3% 78.5% 78.5% 78.5% 78.5% 76.3% 78.5%

Full year average AuM earning incentive income $22,712 $26,308

December's incentive income ($ in million) $288 $633

Net flows as % of beginning account value (0.2%) 0.90% 0.90% 0.90% 0.90% 0.90% 0.90% 0.90% 4.0% (1.0%) 3.8%

Annualized fund performance 19.8% -0.9% 6.5% 6.5% 13.0% 13.0% 13.0% 13.0% (1.0%) 8.0% 13.8%

Reported performance 1st month of quarter 1.6% 0.3% n/a n/a n/a n/a n/a n/a 0.0% 0.0% 0.0%

Reported performance 2st month of quarter 1.8% -0.8% n/a n/a n/a n/a n/a n/a 0.0% 0.0% 0.0%

Reported performance 3st month of quarter 1.4% 0.2% n/a n/a n/a n/a n/a n/a 0.0% 0.0% 0.0%

Assets under management by fund ($ in billion)

OZ Master Fund $20.9 $20.3 $20.9 $21.4 $22.3 $23.2 $24.2 $25.2 $20.2 $21.4 $25.2

OZ Europe Master Fund 2.2 2.1 2.2 2.3 2.3 2.4 2.5 2.6 2.3 2.3 2.6

OZ Asia Master Fund 1.7 1.7 1.7 1.7 1.8 1.9 2.0 2.0 1.6 1.7 2.0

OZ Global Special Investments Master Fund 1.0 1.0 1.0 1.0 1.1 1.1 1.2 1.2 1.0 1.0 1.2

Other 4.3 4.2 4.3 4.4 4.6 4.8 5.0 5.2 3.7 4.4 5.2

End of period balance $30.1 $29.3 $30.0 $30.8 $32.1 $33.4 $34.8 $36.2 $28.8 $30.8 $36.2

Average assets under management $29,442 $29,709 $29,671 $30,423 $31,436 $32,732 $34,094 $35,518 $28,351 $29,785 $33,524

Performance

Pre-tax margins 63.5% 60.6% 59.7% 50.5% 60.0% 60.2% 60.4% 61.8% 49.5% 55.6% 61.3%

After-tax margins 47.9% 44.2% 43.6% 36.9% 43.8% 44.0% 44.1% 45.1% 36.1% 40.8% 44.7%

Growth rate - year over year

Management fees (0.1%) (2.0%) (2.2%) 5.7% 7.6% 10.0% 17.8% 19.6% 13.4% 0.3% 13.8%

Incentive income (82.5%) (82.2%) (84.8%) 568.6% 327.8% 327.8% 327.8% 119.5% (85.4%) 349.1% 122.1%

Other revenues 1.7% (46.3%) (39.6%) (41.2%) 5.5% 5.5% 5.5% 5.5% 14.4% (35.5%) 5.5%

Total economic income revenues (4.7%) (6.4%) (7.4%) 155.0% 10.9% 13.1% 20.8% 89.2% (36.9%) 41.1% 54.3%

Compensation and benefits (10.6%) 13.1% 8.0% 47.7% 37.9% 13.6% 19.8% 49.2% (14.4%) 31.5% 41.5%

Non compensation expenses 7.8% 0.6% 6.0% 13.9% 6.9% 14.9% 17.8% 19.6% 1.5% 7.0% 14.9%

Total economic income expenses (1.9%) 7.0% 7.1% 42.7% 21.7% 14.2% 18.8% 45.8% (10.1%) 24.0% 34.5%

Net gains (losses) on joint ventures (55.7%) 64.5% (78.1%) (76.1%) 2.0% 2.0% 2.0% 2.0% (233.0%) (65.5%) 2.0%

Less: Minority interests (56.6%) (62.8%) (34.9%) (136.0%) 4.7% 12.4% 22.1% 131.5% (364.2%) 6.7% 42.7%

Economic income (5.7%) (12.8%) (15.1%) 932.6% 4.7% 12.4% 22.1% 131.5% (51.7%) 58.5% 70.1%

Distributable income (12.1%) (18.7%) 7.6% 807.5% 1.3% 12.4% 22.1% 131.5% (56.7%) 59.7% 69.1%

Reported fund performance

1st month of the quarter

OZ Master Fund, Ltd 1.59% 0.35% n/a n/a n/a n/a n/a n/a

OZ Europe Master Fund, Ltd. 1.82% 0.00% n/a n/a n/a n/a n/a n/a

OZ Asia Master Fund, Ltd. 2.64% 0.68% n/a n/a n/a n/a n/a n/a

OZ Global Special Investments Master Fund 1.39% 0.30% n/a n/a n/a n/a n/a n/a

Total performance 1.63% 0.33% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

2nd month of the quarter

OZ Master Fund, Ltd 1.64% (0.52%) n/a n/a n/a n/a n/a n/a

OZ Europe Master Fund, Ltd. 1.99% (1.79%) n/a n/a n/a n/a n/a n/a

OZ Asia Master Fund, Ltd. 2.26% (2.17%) n/a n/a n/a n/a n/a n/a

OZ Global Special Investments Master Fund 2.01% (0.80%) n/a n/a n/a n/a n/a n/a

Total performance 1.77% (0.76%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

3rd month of the quarter

OZ Master Fund, Ltd 1.38% 0.0018 n/a n/a n/a n/a n/a n/a

OZ Europe Master Fund, Ltd. 0.97% 0.0044 n/a n/a n/a n/a n/a n/a

OZ Asia Master Fund, Ltd. 0.91% 0.0054 n/a n/a n/a n/a n/a n/a

OZ Global Special Investments Master Fund 1.60% 0.0001 n/a n/a n/a n/a n/a n/a

Total performance 1.36% 0.19% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

2013

2013E2012E

2012

Och-Ziff Capital Management GroupJuly 24, 2012

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35

Required Disclosures

Conflicts Disclosures

The analyst(s) responsible for preparing this research report received compensation that is based upon various factors, including totalrevenues of the member companies of RBC Capital Markets and its affiliates, a portion of which are or have been generated byinvestment banking activities of the member companies of RBC Capital Markets and its affiliates.

RBC Capital Markets, LLC makes a market in the securities of Och-Ziff Capital Management Group LLC and may act as principalwith regard to sales or purchases of this security.

A member company of RBC Capital Markets or one of its affiliates received compensation for products or services other thaninvestment banking services from Och-Ziff Capital Management Group LLC during the past 12 months. During this time, a membercompany of RBC Capital Markets or one of its affiliates provided non-investment banking securities-related services to Och-ZiffCapital Management Group LLC.

RBC Capital Markets has provided Och-Ziff Capital Management Group LLC with non-investment banking securities-related servicesin the past 12 months.

The author is employed by RBC Capital Markets, LLC, a securities broker-dealer with principal offices located in New York, USA.

Explanation of RBC Capital Markets Equity Rating System

An analyst's 'sector' is the universe of companies for which the analyst provides research coverage. Accordingly, the rating assigned toa particular stock represents solely the analyst's view of how that stock will perform over the next 12 months relative to the analyst'ssector average.RatingsTop Pick (TP): Represents analyst's best idea in the sector; expected to provide significant absolute total return over 12 months with afavorable risk-reward ratio.Outperform (O): Expected to materially outperform sector average over 12 months.Sector Perform (SP): Returns expected to be in line with sector average over 12 months.Underperform (U): Returns expected to be materially below sector average over 12 months.Risk Qualifiers (any of the following criteria may be present):Average Risk (Avg): Volatility and risk expected to be comparable to sector; average revenue and earnings predictability; nosignificant cash flow/financing concerns over coming 12-24 months; fairly liquid.Above Average Risk (AA): Volatility and risk expected to be above sector; below average revenue and earnings predictability; maynot be suitable for a significant class of individual equity investors; may have negative cash flow; low market cap or float.Speculative (Spec): Risk consistent with venture capital; low public float; potential balance sheet concerns; risk of being delisted.

Distribution of Ratings

For the purpose of ratings distributions, regulatory rules require member firms to assign ratings to one of three rating categories - Buy,Hold/Neutral, or Sell - regardless of a firm's own rating categories. Although RBC Capital Markets' ratings of Top Pick/Outperform,Sector Perform and Underperform most closely correspond to Buy, Hold/Neutral and Sell, respectively, the meanings are not the samebecause our ratings are determined on a relative basis (as described above).

Distribution of RatingsRBC Capital Markets, Equity Research

Investment BankingServ./Past 12 Mos.

Rating Count Percent Count Percent

BUY[TP/O] 775 52.36 224 28.90HOLD[SP] 638 43.11 152 23.82SELL[U] 67 4.53 2 2.99

Och-Ziff Capital Management GroupJuly 24, 2012

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Q2 Q3 Q1 Q2 Q3 Q1 Q2 Q3 Q1 Q2 Q33

6

9

12

15

18

21

2010 2011 2012

Rating and Price Target History for: Och-Ziff Capital Management Group LLC as of 07-23-2012 (in USD)

Legend:

TP: Top Pick; O: Outperform; SP: Sector Perform; U: Underperform; I: Initiation of Research Coverage; D: Discontinuation of Research Coverage; NR: Not Rated; NA: Not Available;

RL: Recommended List - RL: On: Refers to date a security was placed on a recommended list, while RL Off: Refers to date a security was removed from a recommended list.

Created by BlueMatrix

References to a Recommended List in the recommendation history chart may include one or more recommended lists or modelportfolios maintained by a business unit of the Wealth Management Division of RBC Capital Markets, LLC. These RecommendedLists include a former list called the Prime Opportunity List (RL 3), the Guided Portfolio: Prime Income (RL 6), the Guided Portfolio:Large Cap (RL 7), Guided Portfolio: Dividend Growth (RL 8), the Guided Portfolio: Midcap 111 (RL9), and the Guided Portfolio:ADR (RL 10). The abbreviation 'RL On' means the date a security was placed on a Recommended List. The abbreviation 'RL Off'means the date a security was removed from a Recommended List.

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RBC Capital Markets Policy for Managing Conflicts of Interest in Relation to Investment Research is available from us on request. Toaccess our current policy, clients should refer tohttps://www.rbccm.com/global/file-414164.pdfor send a request to RBC CM Research Publishing, P.O. Box 50, 200 Bay Street, Royal Bank Plaza, 29th Floor, South Tower,Toronto, Ontario M5J 2W7. We reserve the right to amend or supplement this policy at any time.

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RBC Capital Markets endeavors to make all reasonable efforts to provide research simultaneously to all eligible clients, having regardto local time zones in overseas jurisdictions. RBC Capital Markets' research is posted to our proprietary websites to ensure eligibleclients receive coverage initiations and changes in ratings, targets and opinions in a timely manner. Additional distribution may bedone by the sales personnel via email, fax or regular mail. Clients may also receive our research via third-party vendors. Please contactyour investment advisor or institutional salesperson for more information regarding RBC Capital Markets' research. RBC CapitalMarkets also provides eligible clients with access to SPARC on its proprietary INSIGHT website. SPARC contains market color andcommentary, and may also contain Short-Term Trade Ideas regarding the securities of subject companies discussed in this or otherresearch reports. SPARC may be accessed via the following hyperlink: https://www.rbcinsight.com. A Short-Term Trade Idea reflectsthe research analyst's directional view regarding the price of the security of a subject company in the coming days or weeks, based onmarket and trading events. A Short-Term Trade Idea may differ from the price targets and/or recommendations in our publishedresearch reports reflecting the research analyst's views of the longer-term (one year) prospects of the subject company, as a result ofthe differing time horizons, methodologies and/or other factors. Thus, it is possible that the security of a subject company that isconsidered a long-term 'Sector Perform' or even an 'Underperform' might be a short-term buying opportunity as a result of temporaryselling pressure in the market; conversely, the security of a subject company that is rated a long-term 'Outperform' could be consideredsusceptible to a short-term downward price correction. Short-Term Trade Ideas are not ratings, nor are they part of any ratings system,and RBC Capital Markets generally does not intend, nor undertakes any obligation, to maintain or update Short-Term Trade Ideas.Short-Term Trade Ideas discussed in SPARC may not be suitable for all investors and have not been tailored to individual investorcircumstances and objectives, and investors should make their own independent decisions regarding any Short-Term Trade Ideasdiscussed therein.

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All of the views expressed in this report accurately reflect the personal views of the responsible analyst(s) about any and all of thesubject securities or issuers. No part of the compensation of the responsible analyst(s) named herein is, or will be, directly orindirectly, related to the specific recommendations or views expressed by the responsible analyst(s) in this report.

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The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard & Poor’s Financial ServicesLLC (“S&P”) and is licensed for use by RBC. Neither MSCI, S&P, nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or impliedwarranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties oforiginality, accuracy, completeness, merchantability and fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no eventshall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive,consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

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RBC Capital Markets is the business name used by certain branches and subsidiaries of the Royal Bank of Canada, including RBC Dominion Securities Inc., RBCCapital Markets, LLC, RBC Europe Limited, RBC Capital Markets (Hong Kong) Limited, Royal Bank of Canada, Hong Kong Branch and Royal Bank of Canada,Sydney Branch. The information contained in this report has been compiled by RBC Capital Markets from sources believed to be reliable, but no representation orwarranty, express or implied, is made by Royal Bank of Canada, RBC Capital Markets, its affiliates or any other person as to its accuracy, completeness or correctness.All opinions and estimates contained in this report constitute RBC Capital Markets' judgement as of the date of this report, are subject to change without notice and areprovided in good faith but without legal responsibility. Nothing in this report constitutes legal, accounting or tax advice or individually tailored investment advice. Thismaterial is prepared for general circulation to clients and has been prepared without regard to the individual financial circumstances and objectives of persons whoreceive it. The investments or services contained in this report may not be suitable for you and it is recommended that you consult an independent investment advisor ifyou are in doubt about the suitability of such investments or services. This report is not an offer to sell or a solicitation of an offer to buy any securities. Pastperformance is not a guide to future performance, future returns are not guaranteed, and a loss of original capital may occur. RBC Capital Markets research analystcompensation is based in part on the overall profitability of RBC Capital Markets, which includes profits attributable to investment banking revenues. Every province inCanada, state in the U.S., and most countries throughout the world have their own laws regulating the types of securities and other investment products which may beoffered to their residents, as well as the process for doing so. As a result, the securities discussed in this report may not be eligible for sale in some jurisdictions. RBCCapital Markets may be restricted from publishing research reports, from time to time, due to regulatory restrictions and/or internal compliance policies. If this is thecase, the latest published research reports available to clients may not reflect recent material changes in the applicable industry and/or applicable subject companies.RBC Capital Markets research reports are current only as of the date set forth on the research reports. This report is not, and under no circumstances should be construedas, a solicitation to act as securities broker or dealer in any jurisdiction by any person or company that is not legally permitted to carry on the business of a securitiesbroker or dealer in that jurisdiction. To the full extent permitted by law neither RBC Capital Markets nor any of its affiliates, nor any other person, accepts any liabilitywhatsoever for any direct or consequential loss arising from any use of this report or the information contained herein. No matter contained in this document may bereproduced or copied by any means without the prior consent of RBC Capital Markets.

Additional information is available on request.

To U.S. Residents:This publication has been approved by RBC Capital Markets, LLC (member FINRA, NYSE, SIPC), which is a U.S. registered broker-dealer and which acceptsresponsibility for this report and its dissemination in the United States. Any U.S. recipient of this report that is not a registered broker-dealer or a bank acting in a brokeror dealer capacity and that wishes further information regarding, or to effect any transaction in, any of the securities discussed in this report, should contact and placeorders with RBC Capital Markets, LLC.To Canadian Residents:This publication has been approved by RBC Dominion Securities Inc.(member IIROC). Any Canadian recipient of this report that is not a Designated Institution inOntario, an Accredited Investor in British Columbia or Alberta or a Sophisticated Purchaser in Quebec (or similar permitted purchaser in any other province) and thatwishes further information regarding, or to effect any transaction in, any of the securities discussed in this report should contact and place orders with RBC DominionSecurities Inc., which, without in any way limiting the foregoing, accepts responsibility for this report and its dissemination in Canada.To U.K. Residents:This publication has been approved by RBC Europe Limited ('RBCEL') which is authorized and regulated by Financial Services Authority ('FSA'), in connection withits distribution in the United Kingdom. This material is not for general distribution in the United Kingdom to retail clients, as defined under the rules of the FSA.However, targeted distribution may be made to selected retail clients of RBC and its affiliates. RBCEL accepts responsibility for this report and its dissemination in theUnited Kingdom.To Persons Receiving This Advice in Australia:This material has been distributed in Australia by Royal Bank of Canada - Sydney Branch (ABN 86 076 940 880, AFSL No. 246521). This material has been preparedfor general circulation and does not take into account the objectives, financial situation or needs of any recipient. Accordingly, any recipient should, before acting onthis material, consider the appropriateness of this material having regard to their objectives, financial situation and needs. If this material relates to the acquisition orpossible acquisition of a particular financial product, a recipient in Australia should obtain any relevant disclosure document prepared in respect of that product andconsider that document before making any decision about whether to acquire the product.To Hong Kong Residents:This publication is distributed in Hong Kong by RBC Investment Services (Asia) Limited, RBC Investment Management (Asia) Limited and RBC Capital Markets(Hong Kong) Limited, licensed corporations under the Securities and Futures Ordinance or, by the Royal Bank of Canada, Hong Kong Branch, a registered institutionunder the Securities and Futures Ordinance. This material has been prepared for general circulation and does not take into account the objectives, financial situation, orneeds of any recipient. Hong Kong persons wishing to obtain further information on any of the securities mentioned in this publication should contact RBC InvestmentServices (Asia) Limited, RBC Investment Management (Asia) Limited, RBC Capital Markets (Hong Kong) Limited or Royal Bank of Canada, Hong Kong Branch at17/Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong (telephone number is 2848-1388).To Singapore Residents:This publication is distributed in Singapore by the Royal Bank of Canada, Singapore Branch and Royal Bank of Canada (Asia) Limited, registered entities grantedoffshore bank and merchant bank status by the Monetary Authority of Singapore, respectively. This material has been prepared for general circulation and does not takeinto account the objectives, financial situation, or needs of any recipient. You are advised to seek independent advice from a financial adviser before purchasing anyproduct. If you do not obtain independent advice, you should consider whether the product is suitable for you. Past performance is not indicative of future performance.If you have any questions related to this publication, please contact the Royal Bank of Canada, Singapore Branch or Royal Bank of Canada (Asia) Limited.To Japanese Residents:Unless otherwise exempted by Japanese law, this publication is distributed in Japan by or through RBC Capital Markets (Japan) Ltd., a registered type one financialinstruments firm and/or Royal Bank of Canada, Tokyo Branch, a licensed foreign bank.

.® Registered trademark of Royal Bank of Canada. RBC Capital Markets is a trademark of Royal Bank of Canada. Used under license.Copyright © RBC Capital Markets, LLC 2012 - Member SIPC

Copyright © RBC Dominion Securities Inc. 2012 - Member CIPFCopyright © RBC Europe Limited 2012

Copyright © Royal Bank of Canada 2012All rights reserved

Och-Ziff Capital Management GroupJuly 24, 2012


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