ITEM 5. FEES AND COMPENSATION
A. Collecting Our Advisory Fees
Imperium Partners Group’s compensation depends on the manner in which the advisory services are
provided. As an adviser to the Funds, Imperium Partners Group is compensated on a combination of
asset-based fees and performance-based fees or allocations, as described in each of the Funds’ offering
documents. As an adviser to Accounts, Imperium Partners Group is compensated on the basis of asset-
based fees and may in certain circumstances charge a performance-based fee. Under certain
circumstances, the fees payable for the management of Accounts is negotiable.
The basic fee schedule for the Funds includes an annual fixed fee ranging from 1% to 2% of Fund assets
under management, calculated and typically payable either monthly or quarterly in advance. The fee
schedule may also include a performance fee of up to 20%. A performance fee (or performance
allocation as the case may be) is a fee representing an adviser’s compensation for managing an account,
which is based upon a percentage of the net profits of the account being managed. When calculating net
profits, performance fees may be based on absolute or benchmark relative returns, and may be subject to
high water marks. However, depending on the characteristics of the Fund, fees may be higher or lower
than the stated range. Investors in certain Funds may be subject to initial “lock-up” periods with respect
to withdrawals/redemptions and may incur redemption fees for early withdrawals/redemptions or late
subscriptions, in accordance with the provisions of each partnership or Fund.
Generally, advisory fees for Accounts are based upon a percentage of assets under management and
may vary depending upon the nature of the portfolio to be managed. Account advisory fees generally
range from 1% to 2% of assets under management, payable at the end of either the month or the quarter
in arrears. In addition, the client and Imperium Partners Group may agree upon a performance fee, which
is generally 20% of all net positive performance. Fees are based upon the valuation methodology agreed
to with each client. Depending on the characteristics of the Account, fees are generally negotiable and
may be higher or lower than the stated range. At the end of 2014, there were no separately managed
Accounts.
Certain fee arrangements, particularly those associated with Funds, provide for the payment of
management fees in advance. Accordingly, if an investor withdraws from a Fund during a month or
quarter in which a fee is charged, such circumstances will result in the refund of a pro rata portion of the
fee to the Fund investor. Imperium Partners Group may deduct the advisory fee from an Account by
instructing the custodian or, in the alternative, bill the client.
Imperium Partners Group’s fees are exclusive of brokerage commissions, transaction fees, service
provider fees, and other related costs and expenses which will be incurred by the Account client or Fund,
as applicable. See below under the heading “Other Third Party Non-Advisory Fees and Expenses You
May Incur” for a more complete description of these items.
Imperium Partners Group may invest Account client assets in a Fund or other pooled investment vehicle
advised by the Registrant or a Relying Adviser. In such event, Imperium Partners Group will waive
receipt of fees under the Account Investment Management Agreement with respect to assets invested in
the Fund.
B. Other Third Party Non-Advisory Fees and Expenses You May Incur
To the extent not prohibited by the Investment Management Agreement, each of the Funds will incur
costs and expenses, other than our management and performance fees, which are generally borne pro
rata by Fund investors, unless otherwise provided under the Fund’s governing documents. Examples of
these other costs and expenses may include: custodian fees; administrative fees; sales charges; interest
charges; and brokerage and other transaction costs and other fees to contractors and service providers
engaged by the Fund. In addition, individual Account clients may also incur other fees and expenses
beyond our management and performance fees. Examples of these other costs and expenses may
include brokerage and other transaction costs, interest charges, odd-lot differentials, transfer taxes, wire
transfer and electronic fund fees and taxes. Individual Account clients generally engage and pay for
custodial services at their own discretion.
Please refer to the “Brokerage Practices” section below for a more detailed discussion of brokerage
practices.