Item 5. Fees and Compensation
Our fees and compensation are described in the Funds’ Governing Documents. All of our clients are
“qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as
amended).
We are paid management fees from the Flagship Funds quarterly in advance. Once paid, the management
fees are non-refundable. We deduct such management fees from each Fund. We have waived and may
in the future waive or modify the management fee payable with respect to any investor, including internal
capital.
The Metavasi Fund GP is entitled to receive performance-based allocations from the Funds, as further
described in Item 6 – Performance-Based Fees and Side-By-Side Management.
Metavasi Capital LP Form ADV Part 2A
Our compensation schedule with respect to any future client account, including the Special Purpose
Vehicle, will be contained in the Governing Documents relating to such account.
The Funds bear all of their operating expenses, including such costs incurred at or prior to their formation
and prior to their closing, which expenses will include, without limitation: (i) organizational and offering
expenses, including, without limitation, all costs and expenses incurred in connection with a Fund’s
formation and the offering and sale of shares or interests in such Fund, including, but not limited to, legal
and accounting fees and expenses, registration fees, filing fees and all costs and expenses incurred in
connection with the preparation of Governing Documents, marketing and similar materials, and drafting
and negotiating contracts with service providers at or prior to the formation of the Fund and prior to the
initial closing of the Fund; (ii) expenses associated with all investments and transactions considered,
evaluated and/or consummated by the Funds, as well as overall consideration and evaluation of the
Funds’ portfolios, including, without limitation, those expenses incurred before the initial closing of the
Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating,
researching, financing and structuring of investments and potential investments, whether or not
consummated, including, without limitation, data and research onboarding, ingestion, aggregation and
analysis and third-party research, data, analytics, modeling, risk, structuring, pricing, execution and other
third-party information systems, including, without limitation, installation and maintenance, software and
service fees (including, without limitation, the expenses with respect to data, data feeds, subscriptions,
expert networks, political intelligence providers and reports); (iii) the costs of research-related computer
hardware and software expenses, including, without limitation, Bloomberg terminals and subscriptions
and other market information systems, as well as the costs of research management systems and
corporate access tracking systems; (iv) the costs of our portfolio management system and any other
software used for accounting and/or monitoring of the portfolio, including, without limitation,
subscriptions relating to, among other things, trading and order management systems and services; (v)
expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all
investments of the Funds and all transaction and other costs associated therewith, including, without
limitation, expenses associated with proxy research and voting services; (vi) travel and related expenses
associated with investments and potential investments; (vii) professional fees associated with
investments and potential investments, including, without limitation, consulting, due diligence,
accounting, valuation, financial, legal and other advisory fees and expenses; (viii) transaction fees,
brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses
associated with the acquisition, disposition and settling of investments and potential investments,
including, without limitation, in connection with outsourced trading; (ix) expenses associated with legal
and regulatory filings of the Funds in the United States, the Cayman Islands, or in any other jurisdiction,
including, without limitation, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as well as the expenses associated with preparation and filing of our Form
13F, Form 13H and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S.
jurisdiction; (x) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting,
advisory and similar fees and expenses associated with the Funds’ operations, investments and
transactions, including, without limitation, fees and expenses of the Funds’ administrator (the
“Administrator”) and the costs of client relationship management systems; (xi) expenses incurred in
connection with responding to requests or inquiries from any U.S. federal, state, local or non-U.S.
governmental entity or authority, regulatory body or self-regulatory organization with respect to the
Funds; (xii) broken-deal, failed transaction, break-up and similar fees, costs and expenses (if any); (xiii)
costs and expenses of leverage or any other borrowings of the Funds, including, without limitation,
interest charges and fees; (xiv) expenses incurred in the collection of monies owed to the Funds, as
applicable; (xv) auditing and accounting expenses of the Funds, including, without limitation, expenses
Metavasi Capital LP Form ADV Part 2A
associated with the preparation of financial statements, tax returns and Schedules K-1 and the fees and
expenses of the auditor; (xvi) any entity-level taxes, fees or other governmental charges on the Funds,
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