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 monthly in arrears. We deduct such management fees
from the Funds. We have waived or modified the management fee payable with respect to certain
investors and may do so in the future with respect to other investors, in our discretion.
The Vitalium 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.
The Funds bear all costs and expenses incurred in connection with their formation and organization, as
well as all of their operating expenses, including, but not limited to, management fees payable to us;
indemnification expenses; commissions; clearing fees; fees, interest and other costs on margin accounts
or other financings or re-financings; any taxes, duties or other governmental charges payable in any
jurisdiction in connection with the operation of the Funds; legal fees and disbursements (including legal
fees related to the acquisition, protection and distribution of the Funds’ investments, filings under Section
13 and Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect
to the Funds’ assets, counterparty negotiation and documentation following commencement of the
Funds’ trading operations and the costs of prosecuting and defending legal actions); accounting, audit and
Vitalium Capital Partners LP Form ADV Part 2A
tax preparation expenses; third party administrator (the “Administrator”) fees, investment-related
expenses, including research, subscriptions, quotation services and data feeds; borrowing charges on
securities sold short; custodial fees; bank service fees; third party valuation and servicing agents;
brokerage and finder fees and expenses, including (without limitation) those incurred in connection with
transactions directed to broker-dealers in part in recognition of investment research and information
furnished or expenses for services rendered by broker-dealers in the execution of such orders and the use
of such research and other services provided by such broker-dealers; expenses incurred in connection
with the retention of third party consultants and advisors; investment-related travel and entertainment
expenses; expenses in connection with proposed investments (including investments that fail to close);
expenses related to reporting to and communicating with investors; liability insurance premiums with
respect to us, the Vitalium GP, and the Vitalium GP’s Board of Managers; expenses related to the
registered offices of the Funds; all expenses of winding up and dissolving the Funds; all expenses incurred
in connection with any tax audit, settlement or review of the Funds or their investment vehicles; all
expenses incurred in connection with any restructuring or amendments to the Governing Documents of
the Funds and the constituent documents of their related entities, including the Vitalium GP; and any
other expenses related to the purchase, sale, holding or transmittal of assets or liabilities or the business
or affairs of the Funds.
We may also allocate a portion of certain clients’ capital to money market funds or exchange-traded funds.
In addition to the fees and expenses discussed above, clients will indirectly incur similar fees and expenses
if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their
investment managers and other service providers.
Certain investors in the Funds will also be subject to withdrawal fees, if withdrawals are made prior to the
satisfaction of agreed-upon holding periods.
For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices.