Item 5. Fees and Compensation
Our fees and compensation are described in our clients’ Governing Documents.
The Fund
The Fund pays us a quarterly asset-based management fee equal to 0.375% (1.5% on an annualized basis).
Management fees are paid quarterly in advance. The management fee will be prorated for partial periods.
We may, in our discretion, reduce or refund all or a portion of our management fee for any investor, or
may agree with an investor to other arrangements in respect of our management fee, without notice to,
or the consent of, other investors.
Impower GP is also entitled to receive performance-based allocations from the Fund, as further described
in Item 6 – Performance-Based Fees and Side-By-Side Management.
Separately Managed Accounts
Our compensation schedule with respect to separately managed accounts will be contained in the
investment advisory agreement relating to such account. Currently, the separately managed accounts
that we manage pays us a flat quarterly management fee, which is payable in advance. Such management
fee will be prorated for partial periods. Such management fees are invoiced to, and paid by, the owner
of the separately managed account.
Expenses Generally
The Fund bears its allocable share of its organizational and offering expenses, as well as the expenses of
conducting its business, including, without limitation, auditing, accounting (including third-party
accounting services) and tax preparation fees and expenses, ongoing legal and bookkeeping expenses,
costs related to investments and prospective investments, including brokerage commissions, expenses
related to short sales, clearing and settlement charges, option premiums, and other securities transaction
costs (including research-related diligence, travel and consultant expenses), insurance expenses,
technology expenses (including order management and risk management systems and software and data
fees), banking, custodial and services fees, administrator expenses (including middle/back office services),
governmental fees and taxes, the legal and accounting costs incurred in connection with an audit of its
tax return (if any), margin interest or interest on other borrowings, regulatory and compliance expenses
of the Fund, all costs and expenses incurred in connection with meetings and activities of the Fund’s
advisory board, compliance expenses related to the Fund’s investments or prospective investments and
any liquidation or dissolution expenses.
Currently, the separately managed accounts we advise are responsible for bearing their own trading-
related expenses, including brokerage fees and other transactional costs. The separately managed
accounts are also responsible for their allocable share of expenses borne by the Fund that also benefit the
separately managed accounts.
The expenses that would be charged to future clients would be determined on a case-by-case basis.
Certain investors in the Fund would also be subject to withdrawal fees, if withdrawals are made prior to
the satisfaction of agreed-upon holding periods as defined in the Fund’s offering materials
We may also allocate a portion of certain clients’ capital to money market funds or exchange-traded funds
(“ETFs”). 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.
For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices.