ZAIS GROUP HOLDINGS, INC. (NASDAQ:ZAIS) Files An 8-K Regulation FD Disclosure

ZAIS GROUP HOLDINGS, INC. (NASDAQ:ZAIS) Files An 8-K Regulation FD Disclosure

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Item7.01 Regulation FD Disclosure.

ZAIS Group Holdings, Inc. (ZAIS Group or the Company) today
reported revised estimated unaudited net performance returns for
the month ended May 31, 2017 and actual month end, year-to-date
(YTD) and inception-to-date (ITD) net performance returns through
April 30, 2017 for the funds set forth in the table below. The
information previously reported on June 5, 2017 relating to ZAIS
Opportunity Funds estimated net performance returns for the month
ended May 31, 2017 have been revised in the table below due to an
inadvertent calculation error.

Fund Name (1) Net Asset Value as of April 30, 2017

Estimated Net Return for the Month Ended

May 31, 2017 (2)

Actual Net Return for the Month Ended

April 30, 2017 (3)

Actual Net YTD Return through

April 30, 2017 (3)

Actual Net ITD Return through

April 30, 2017 (3)

ZAIS Opportunity Fund (4) (5) (6) $ 472,251,523 -0.1 % 0.35 % 4.51 % 467.78 %
ZAIS INARI Fund (7) $ 432,778,452 1.3 % 0.82 % 4.57 % 50.35 %

(1) The performance data in the table above reflect unaudited net
returns as of the close of business on the last day of the
relevant period. These net returns reflect performance after
taking into account management fees, expenses, and incentive
fees/allocations, as applicable. Results reflect the
reinvestments of dividends, interest and earnings. Past
performance is not a guarantee, prediction or indicator of
future returns and no representation is made that any
investor will or is likely to achieve results comparable to
those shown or will make any profit or will be able to avoid
incurring substantial losses.An individual investor’s return
may vary based on timing of capital transactions, differences
in fund expenses and lower or no management fees and
incentive fees/allocations.
(2) The monthly net return is based on managements unaudited
estimates, as of the date hereof, for performance of the
above referenced funds for the period indicated. Such
performance results may change upon calculation of the final
month-end net asset value of the above referenced funds, and
any such changes could be material.
(3) The month end, YTD and ITD net returns represent unaudited
actual returns as of the date hereof, for performance of the
above referenced funds through the date indicated. The YTD
and ITD net returns represent the cumulative effect of
compounding the monthly returns for the relevant time period.
(4) Estimated unaudited net return reflects a blended return for
all share classes of ZAIS Opportunity Fund taken as a whole,
including fee paying and non-fee paying investors.Actual
month-end, YTD and ITD net returns reflect an investment in
ZAIS Opportunity Domestic Feeder Fund, LP (Domestic Feeder)
Series A Interests that are subject to advisory fees and
incentive allocation. Returns would differ for an investment
in Domestic Feeder Series B and ZAIS Opportunity Fund, Ltd.
(the Offshore Feeder) Series A and Series B. Effective April
1, 2012, management fee rates were reduced from 1.50% to
1.25% for Series A and from 1.00% to 0.75% for Series B.
Effective January 1, 2013, incentive fees or allocation rates
were reduced from 25% to 20% for Series A and from 20% to 15%
for Series B. The Domestic Feeders returns for January 2009
and February 2011 have been adjusted to account for an
increase of capital resulting from redemption penalties
retained in the fund for the benefit of the remaining
investors. Due to this adjustment, inception-to-date GAAP
returns for years after 2008 would be lower than the adjusted
returns presented.
(5) The net asset value includes the net assets of the Domestic
Feeder and the Offshore Feeder.
(6) On April 19, 2017, the Offshore Feeder received a redemption
request for a redemption of approximately $68.0 million
(value date of April 30, 2017) from the Offshore Feeder.This
redemption is scheduled to occur on December 31, 2017.
(7)

Actual Net YTD return is based on a calendar year end,
although this fund operates on a September 30th

fiscal year end.

Cautionary Note Regarding Forward-Looking
Statements

Certain statements in this Current Report may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
generally identified by the use of words such as outlook,
believe, expect, potential, continue, may, will, should, could,
would, seek, approximately, predict, intend, plan, estimate,
anticipate, opportunity, pipeline, comfortable, assume, remain,
maintain, sustain, achieve or the negative version of those words
or other comparable words. Forward-looking statements are not
historical facts, but instead represent only the Company’s
beliefs as of the date of this report regarding future events,
many of which, by their nature, are inherently uncertain and
outside of the Company’s control. Numerous factors, including,
but not limited to, the net asset value of assets in certain ZAIS
Group, LLC funds, could cause actual events to differ from these
forward-looking statements, and any such differences could cause
our actual results to differ materially from the results
expressed or implied by these forward-looking statements. In
addition, new risks and uncertainties emerge from time to time,
and it is not possible for the Company to predict or assess the
impact of every factor that may cause its actual results to
differ from those expressed or implied in any forward-looking
statements.

Accordingly, you should not place undue reliance on any
forward-looking statements contained in this Current Report, and
you should not regard any forward-looking statement as a
representation by the Company or any other person that the future
plans, estimates or expectations currently contemplated by the
Company will be achieved. You should consider any forward-looking
statements included in this report in light of the risks and
other important factors described in the Company’s filings with
the Securities and Exchange Commission (SEC), particularly those
identified in the sections entitled Risk Factors and
Management’s Discussion and Analysis of Financial Condition and
Results of Operations included or incorporated by reference in
Companys Form 10-K filed with the SEC on March 24, 2017, which
may be accessed through the Company’s website
(www.zaisgroupholdings.com).

The Company can give no assurance that the expectations of any
forward-looking statement will be obtained. Such forward-looking
statements speak only as of the date of this Current Report. The
Company expressly disclaims any obligation to release publicly
any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based.

Further, the Company is contractually obligated to report the
estimates contained herein to investors in the funds listed
above. The reporting of such estimates is not a projection of
earnings and estimates of Company earnings should not be inferred
from these estimates of monthly fund performance.

* * *

This Current Report is being furnished and shall not be deemed to
be filed for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section, nor shall
it be incorporated by reference into any of the Company’s
filings under the Securities Act of 1933, as amended, or the
Exchange Act, unless expressly set forth as being incorporated by
reference into such filing. This Current Report shall not
constitute an offer to sell or the solicitation of an offer to
buy any securities nor will there be any sale of these securities
in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
other jurisdiction.

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