Item 5. Fees and Compensation
Our fees and compensation are described in our 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 Funds quarterly in advance. We deduct such management fees
from each Fund. Once paid, the management fees will be non-refundable. We have the right, and have,
to reduce or waive the management fee payable with respect to any investor and have done so with
respect to certain investors.
The VesperMare 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.
In general, the Funds bear all of their operating expenses, such expenses include, without limitation: (i)
organizational and offering expenses; (ii) expenses associated with all investments and transactions
considered, evaluated and/or consummated by the Funds, 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, 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,
VesperMare Capital LP Form ADV Part 2A
the expenses with respect to data feeds, subscriptions, expert networks, political intelligence providers and
reports); (iii) research-related computer hardware and software expenses, including, without limitation,
Bloomberg terminals and subscriptions; (iv) the Funds’ pro rata share 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; (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; (ix) expenses associated
with legal and regulatory filings of the Funds in the United States 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 Funds’ pro rata portion of the expenses associated with preparation and filing
of our 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”) fees of
any service provider engaged to verify the work of the Administrator or regulatory matters with respect to
the Funds; (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; (xii) broken-deal, failed transaction, breakup 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 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, including, without limitation,
any withholding taxes not due to the status or noncompliance of a particular investor; (xvii) costs and
expenses associated with investor communications and reports and the delivery thereof to investors; (xviii)
the costs of service providers or software to measure or monitor risk metrics, to aggregate positions and/or
to provide reporting with respect to risk metrics and/or positions; (xix) costs and expenses associated with
meetings of the investors; (xx) insurance expenses, including, without limitation, general partner liability
insurance and other policies, if any, as well as the Funds’ share of expenses with respect to directors’ and
officers’ liability insurance and errors and omissions insurance; (xxi) costs and expenses (including, without
limitation, entity-level taxes, fees or other governmental charges) associated with the formation,
organization and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding
company or similar entity formed with respect to investments, credit facilities or other transactions entered
into for the benefit of the Funds; (xxii) wind-up, liquidation, termination and dissolution expenses; (xxiii)
costs, fees and expenses related to registration, qualification and/or exemption under any applicable U.S.
...