Item 5. Fees and Compensation
Our fees and compensation are described in the advisory contracts or governing agreements we enter
into with the Funds. All of our clients are “qualified purchasers” (as defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended).
We are paid management fees from the Flagship Funds quarterly in advance. Once paid, the management
fees are non-refundable. We may reduce, waive, assign, participate or otherwise share or modify the
management fee payable with respect to any investor (including Hunter GP and any of our affiliates). We
do not currently intend to offer reduced or waived management fees to any investor, other than the
Principals, our employees, our affiliates, and family members or entities for the benefit of family members
thereof.
We or our affiliates are entitled to receive performance-based allocations from the Flagship Funds and
the Opportunity Fund, as further described in Item 6 – Performance-Based Fees and Side-By-Side
Management.
Our compensation schedule with respect to any future client account will be contained in the Governing
Documents relating to such account.
Hunter Capital Limited Partnership Form ADV Part 2A
In general, the Funds bear all of their operating expenses, which 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, 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, third-party research, data,
analytics, modeling, structuring, pricing, execution and other third-party information systems, including,
without limitation, installation and maintenance, software and service fees (including, without limitation,
the expenses with respect to data feeds, subscriptions, expert networks, political intelligence providers
and reports); (iii) research-related computer hardware and software expenses, including, without
limitation, Bloomberg terminals and subscriptions; (iv) each Fund’s pro rata share of our portfolio
management system and any other software used for accounting and/or monitoring of its 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 of the Funds and all transaction and other costs associated
therewith; (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; (ix) expenses associated with legal and regulatory filings of the Funds in the United States or
in any other jurisdiction including, without limitation, pursuant to Sections 13 and 16 of the Securities
Exchange Act of 1934, as amended, as well as each Fund’s pro rata portion of the expenses associated
with preparation and filing of our Form 13F, Form 13H and Form PF, 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 similar fees and expenses associated with the Funds’ operations,
investments and transactions, including, without limitation, fees and expenses of the Funds’ administrator
(the “Administrator”) and fees of any service provider engaged to verify the work of the Administrator or
regulatory matters with respect to the Funds; (xi) expenses incurred in connection with responding to
requests or inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority,
regulatory body or self-regulatory organization; (xii) costs and expenses of leverage or any other
borrowings of the Funds, including, without limitation, interest charges and fees; (xiii) expenses incurred
in the collection of monies owed to the Funds, as applicable; (xiv) auditing and accounting expenses of
the Funds, including, without limitation, expenses associated with the preparation of financial statements,
tax returns and Schedules K-1 and the fees and expenses of the auditor; (xv) any entity level taxes, fees
or other governmental charges on the Funds, including, without limitation, any withholding taxes not due
to the status or noncompliance of a particular investor; (xvi) costs and expenses associated with investor
communications and reports and the delivery thereof to investors; (xvii) the costs of service providers or
software to measure or monitor risk metrics, to aggregate positions and/or to provide reporting with
respect to risk metrics and/or positions; (xviii) costs and expenses associated with meetings of investors;
(xix) insurance expenses, including, without limitation, directors’ and officers’ liability insurance, general
partner liability insurance, errors and omissions insurance and other policies, if any; (xx) costs and
expenses (including, without limitation, entity-level taxes, fees or other governmental charges) associated
with the formation, organization and operation of any subsidiary, special purpose vehicle, alternative
investment vehicle, holding company or similar entity formed with respect to investments, credit facilities
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