Item 5: Fees and Compensation
Management and Performance Fees for Clients
The management fees and performance fees/allocations applicable to the Clients are set forth in detail in
the Offering Documents and IMAs. Management fees applicable to Sub-Advised Clients are separately
negotiated on a Client by Client basis, the details of which are included within the respective IMAs.
In consideration for the investment advisory services to be provided by Meridiem, the Master Fund will
pay Meridiem a quarterly management fee in advance, in accordance with the terms outlined in the
Offering Documents.
Sub-Advised Clients shall also pay a management fee as further disclosed in each IMA.
In addition to paying a management fee, Clients may be subject to a performance-based fee or allocation
based on the net increase of Client assets (including both the realized and unrealized profits) in the Client
account during each performance period, as defined in the respective Offering Documents or IMAs
Meridiem has, and may in the future, in its discretion, waive or reduce the management fees and
performance fees/allocations calculated in accordance with the management fee and performance
fees/allocations schedule for specific Client accounts taking into consideration, among other things,
account strategy, current portfolio and asset classes, the size of the account and the length of the Client
relationship. Management and performance fees are subject to negotiation at the sole discretion of
Meridiem.
Meridiem’s fees are exclusive of brokerage commissions, transaction fees, custodial fees and other related
costs and expenses which shall be incurred by the Clients. The Clients are subject to fees, allocations and
expenses as described in the Offering Documents and the IMAs. For brokerage practices, see Item 12 of
this Brochure.
Expenses
Meridiem shall be authorized, in its sole discretion, to charge to each Client all expenses which it deems
necessary or advisable relating to the operation and management of the Client and the winding up and
dissolution of the Client account, subject to the Offering Documents and the IMAs. Without limiting the
generality of the foregoing, the expenses which Meridiem shall be authorized to charge to the Clients may
include the following: brokerage and other transaction costs, data fees, clearing and settlement charges,
outsourced trading service expenses, trade break fees, research expenses (including research-related
travel expenses incurred with respect to potential or existing investments as well as attendance, travel
and entertainment in connection with research- related conferences and education), research and
brokerage products, fees paid to consultants providing services in respect of such systems, costs of
independent appraisals, broken-deal and/or unconsummated expenses associated with an investment, legal
fees and other expenses in connection with conducting due diligence and negotiating the terms of
investments, regardless of whether such investments are consummated, costs of news services, custodial
fees, administrator fees and expenses, third party valuation services, expenses and costs of expert
networks, expenses and costs of obtaining surveys, analysis or other data sets from third parties related
Meridiem Capital Partners LP Form ADV Part 2A
to prospective investments or sectors in which the Clients may invest, all costs and fees of Bloomberg,
FactSet and other similar services (including without limitation terminals, leases, licenses, data, and
subscription fees), order management systems (or equivalent trading systems utilized by Meridiem with
respect to the Clients), fees and expenses of third-party trading services including without limitation any
outsourced trading desk services, initial and variation margin, interest and commitment fees on debit
balances or borrowings, stock borrowing fees and proxy solicitation expenses, legal expenses, audit and
tax preparation expenses, accounting fees, insurance expenses including costs of any liability insurance
obtained on behalf of the Clients or officers’ and directors’ insurance, indemnification expenses, the
management fee, certain government and regulatory costs and expenses (including filing and license fees
and preparation and submission of filings and licenses, including without limitation, Section 13 filings, Form
PF preparation and filing fees, blue sky and corporate filing fees and expenses) in connection with specific
investments or offering interests in the Clients, any issue or transfer taxes chargeable in connection with
any securities transactions, any entity level taxes and fees, costs of reporting and providing information to
Investors (including updates to Offering Documents), expenses relating to any amendment to the Offering
Documents (including, without limitation, to convert a performance allocation to a performance fee and
the solicitation of any Investor consents, expenses relating to annual Investor meetings, fees and expenses
of an advisory board, costs of litigation or investigation involving Client activities, and any extraordinary
expenses. Expenses are generally shared by all of the Investors, while expenses related to one or more
particular classes or series interests in a Fund will be allocated accordingly by the General Partner of such
Fund as applicable.
Subject to the Offering Documents and the IMAs, a portion of a Client’s operating expenses may be shared
with other investment entities or accounts managed by Meridiem, the General Partner or their affiliates
on an equitable basis and a Client may likewise share a portion of the operating expenses of such other
investment entities and accounts.
A portion of expenses for certain research and brokerage products and services incurred by Meridiem
might be paid with “soft dollars” generated through a Client’s trading activities. It is anticipated that the
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