Imperial Fund Asset Management LLC

Item 5         Fees and Compensation

                            PORTFOLIO MANAGEMENT SERVICES FEES

Our annual fees for Portfolio Management Services are based upon a percentage of assets under management
and generally range from 0.25% to 2.00%.

A minimum of $250,000 of assets under management is required for this service. This account size may be
negotiable under certain circumstances. Imperial Fund may group certain related client accounts for the
purposes of achieving the minimum account size and determining the annualized fee.

Limited Negotiability of Advisory Fees: Although Imperial Fund has established the aforementioned fee
schedule(s), we retain the discretion to negotiate alternative fees on a client-by- client basis. Client facts,
circumstances, and needs are considered in determining the fee schedule. These include the complexity of the
client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio
style, account composition, reports, among other factors. The specific annual fee schedule is identified in the
contract between the Firm and each client.

Discounts on fees, although not generally available to our advisory clients, are offered to associated persons
of the Firm as well as family members and friends of associated persons of the Firm.

                                          PRIVATE FUND FEES

Imperial Fund provides investment advisory services to each of the Funds pursuant to an investment
management services agreement. The applicable Governing Documents set forth in detail the fee structure
relevant to each Fund, but in general, Imperial Fund receives compensation from each of its clients based on
the percentage of assets under management (e.g., Management Fee(s) (as defined below)) and/or performance-
based allocation/fees based on capital appreciation or realized gains (e.g., performance fees (as defined below)
or other similar economic interests).
 All Investors and prospective Investors in a Fund should review the Governing Documents of each Fund in
which they have invested or intend to invest in conjunction with this Brochure for complete information on
the fees and compensation payable with respect to a particular Fund. The precise amount and calculation of
Advisory Fees are set forth in the applicable Fund’s Governing Documents received by each investor prior to
investment in such Fund. Fees are established pursuant to and as set forth in each Fund’s Governing
Documents. Imperial Fund may waive, reduce, or modify fees in accordance with the applicable Governing
Documents, including pursuant to side letter or similar arrangements.

                                      FINANCIAL PLANNING FEES

Imperial Fund's Financial Planning fee is determined based on the nature of the services being provided and
the complexity of each client's circumstances. All fees are agreed upon prior to entering into a contract with
any client.

Our Financial Planning fees are calculated and charged on a fixed fee basis, typically ranging from $500 to
$5,000, depending on the specific arrangement reached with the client.

We may request a retainer upon completion of our initial fact-finding session with the client; however, advance
payment will never exceed $500 for work that will not be completed within six months. The balance is due
upon completion of the plan.

The client is billed quarterly in arrears based on actual hours accrued.

                                        GENERAL INFORMATION

Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party,
for any reason upon receipt of 60 days’ written notice. As disclosed above, certain fees are paid in advance of
services provided.

Mutual Fund Fees: All fees paid to Imperial Fund for investment advisory services are separate and distinct
from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and
expenses are described in each Fund’s Operating Agreement. These fees will generally include a management
fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may
pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In
that case, the client would not receive the services provided by the Firm which are designed, among other
things, to assist the client in determining which mutual fund or funds are most appropriate to each client's
financial condition and objectives. Accordingly, the client should review both the fees charged by the funds
and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the
advisory services being provided.

Separately Managed Account Fees: Clients participating in separately managed account programs may be
charged various program fees in addition to the advisory fee charged by the Firm. Such fees may include the
investment advisory fees of the independent advisers, which may be charged as part of a wrap fee arrangement.
In a wrap fee arrangement, clients pay a single fee for advisory, brokerage and custodial services. Client's
portfolio transactions may be executed without commission charge in a wrap fee arrangement. In evaluating
such an arrangement, the client should also consider that, depending upon the level of the wrap fee charged
by the broker-dealer, the amount of portfolio activity in the client's account, and other factors, the wrap fee
may or may not exceed the aggregate cost of such services if they were to be provided separately. We will
review with clients any separate program fees that may be charged to clients.

Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and
expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction
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Item 7          Types of Clients

Imperial Fund provides investment advisory services to four pooled investment vehicles operating as private
funds. Interests in each Fund (“Interests”) are offered in reliance on exemptions from registration under the
Securities Act of 1933 and the Investment Company Act of 1940. Accordingly, Interests are offered and
sold only to investors who meet applicable eligibility requirements under such laws, including “accredited
investors,” “qualified purchasers,” “knowledgeable employees,” and certain non-U.S. persons.
In addition, Imperial Fund provides advisory services to the following types of separately managed account
clients:

         • Individuals (other than high-net-worth individuals)
         • High net worth individuals
         • Corporations

This Brochure is not an offer to sell or a solicitation of an offer to invest in any Fund.