Item 5. Fees and Compensation
Fees
The Firm’s fees and compensation are described in each client’s Governing Documents. All of the Firm’s
clients are expected to be “qualified purchasers” (as defined in Section 2(a)(51) of the Investment
Company Act of 1940, as amended).
The Funds
The Firm is paid management fees from the Funds quarterly in advance. The Firm deducts such
management fees from each Fund. The Firm, in its sole discretion, has waived, reduced or calculated
differently the management fees with respect to any investor, including investors related to the Firm. The
General Partner’s capital account will not be debited with any management fee.
The Firm and/or the Diadema GP may be entitled to receive performance-based allocations from the
Funds, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management.
The Separately Managed Accounts
The Separately Managed Accounts pay the Firm management fees monthly in arrears. The Separately
Managed Accounts’ management fees are invoiced from, and paid by, the Separately Managed Accounts.
Diadema Partners LP Form ADV Part 2A
The Firm or its related persons are also entitled to receive performance-based fees from the Separately
Managed Accounts, as further described in Item 6 – Performance-Based Fees and Side-By-Side
The Firm’s compensation schedule with respect to any future client account will be contained in the
Governing Documents relating to such account.
Expenses
The expenses borne by the Funds are set forth in detail in their Governing Documents. Such expenses
differ among the Funds. Thus, although the following is a summary of expenses the Funds will generally
bear, it is not an exhaustive or complete list with respect to each Fund and not all Funds will bear every
expense on this list. Investors and prospective investors in a Fund should therefore review the relevant
Fund’s Governing Documents carefully because such documents describe more precisely the expenses
such Fund will bear.
In general, the Funds bear all of their operating expenses and their pro rata share of the operating
expenses of all trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles
through which the Funds invest or intends to invest, including such costs incurred at or prior to the
formation of the Funds and prior to the closing of the Funds, which expenses will include, without
limitation: (i) organizational and offering expenses; (ii) expenses associated with all investments and
transactions considered, evaluated and/or consummated by the Funds, or any such trading vehicles,
including subsidiaries, intermediate funds and/or special purpose vehicles., as well as overall
consideration and evaluation of such entities’ portfolio, 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 on-boarding,
ingestion, aggregation and analysis, third-party research, data, analytics, modeling, risk, structuring,
pricing, execution and other third-party information, technology, hardware, software or other technology
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 the Firm’s 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 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, fees, expenses and commissions
paid in connection with outsourced trading; (ix) expenses associated with legal and regulatory filings of
the Funds, or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose
vehicles, in the United States, the Cayman Islands, or in any other jurisdiction, including, without
limitation, pursuant to Sections 13 and 16 of the U.S. securities Exchange Act of 1934, as amended (the
“Exchange Act”), as well as the expenses associated with preparation and filing of the Firm’s Form 13F,
Diadema Partners LP Form ADV Part 2A
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
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