Item 5. Fees and Compensation
Private Investment Funds
Hunting Hill and the General Partner are entitled to receive compensation from the Funds, from the
following sources: (a) fees based on a percentage of the assets of the relevant Fund, and (b) fees based
on a percentage of the performance of the relevant Fund. Hunting Hill may waive or modify fees for
certain investors, including members or employees of the Adviser, relatives of such persons, and for
strategic partners, advisors, and consultants, as may be determined in Hunting Hill’s sole discretion.
The information provided in this Brochure regarding fees and expenses is not intended to be complete or
final and is qualified in its entirety by the applicable Fund Documents. Investors should carefully read and
review the applicable Fund Documents (and accompanying offering materials of the Fund in which they
are investing) to fully understand the types of fees, as well as expenses, paid by each Fund, and indirectly,
by investors in the Funds.
Management Fees. Depending on a Funds’ series and/or class, the Funds pay the Adviser an annual
management fee (the “Management Fee”) ranging from 1.5% to 2.0%. In general, we deduct the
Management Fee from the Funds on a quarterly basis, in advance, based on the net asset value of the
relevant Fund and calculated on the first business day of each quarter. The Management Fee is
appropriately adjusted for contributions and withdrawals made during a quarter. Additionally, as further
described below in Item 10, certain employees receive compensation as a result of one or more Fund’s
business with the Crypto Fintech.
Performance-Based Compensation. At the end of each fiscal year, the Adviser and/or the General Partner
is generally entitled to receive a performance-based fee or allocation (the “Performance Compensation”)
ranging from 15% to 25% of the net profits (including realized and unrealized gains) of the Funds, if any.
Performance Fees for the Funds are calculated and paid at the end of each fiscal year or at the time of
withdrawal, net of expenses for the relevant Fund and applicable Management Fees. Net profits include
net unrealized gains and losses, if any.
The Performance Compensation is subject to a “loss carryforward” provision. Under the loss carryforward
provision, Performance Compensation will be made to Hunting Hill and/or the General Partner until any
net loss previously allocated to an investor’s capital account or series has been offset by subsequent net
profits. Any such loss carryforward will be subject to reduction for withdrawals on a pro rata basis.
Management Fees and the Performance Compensation are generally not refundable, including upon the
termination of the applicable IMA. However, if a Client (or underlying investor) pre-pays a fee and then
terminates its IMA before the end of the billing period, the Client may obtain a refund by contacting
Hunting Hill, or the refund will automatically be credited to the Client (or underlying investor), as specified
in the relevant IMA or Fund Documents. The amount of the refund will be prorated for the partial period.
The Funds managed by Hunting Hill have, and in the future may issue, interests in different classes or
series subject to different terms and conditions of investment. Different classes or series may be subject
to different Performance Compensation rates and other terms. Such classes and series, and the
corresponding Performance Compensation rates, are described in the relevant governing documents.
Organizational Expenses. Unless provided otherwise in the applicable Fund Documents, the Funds have
agreed to pay or reimburse the Adviser for all expenses related to organizing the Funds, and any
amendment or restructuring of the applicable Fund Documents, including but not limited to, initial
offering expenses, legal and accounting fees, printing and mailing expenses, government filing fees
(including blue sky filing fees) and structuring fees incurred by the Funds and the Adviser in connection
with the organization of the Funds. The Adviser, in its sole discretion, may from time to time pay for any
of the foregoing organizational expenses or waive its right to reimbursement for any such expenses as
well as terminate any such voluntary payment or waiver of reimbursement.
Operating Expenses. Unless provided otherwise in the applicable Fund Documents, the Funds pay or
reimburse Hunting Hill or the General Partner for: (a) all expenses incurred in connection with the ongoing
offer and sale of the Funds, documentation of performance, and the admission of investors; (b) all
operating expenses of the Funds such as Management Fees, tax preparation fees, governmental fees and
taxes, insurance (including liability insurance and other coverages for the benefit of the Funds, the
Adviser, the General Partner and their personnel), administrator fees, communications with investors
(including expenses relating to the preparation and distribution of reports, financial statements, and
notices to investors), and ongoing legal, accounting (including the cost of accounting software systems),
auditing, bookkeeping, and other professional fees and expenses; (c) all fees to protect or preserve any
investment held by the Funds, as determined in good faith by the Adviser, including all fees and expenses
in connection with the enforcement of the Funds’ rights and remedies with respect to any asset; (d) all
direct and indirect Fund investment and trading costs and expenses (including, without limitation,
brokerage commissions, margin interest, expenses related to short sales, prime brokerage and custodial
fees, clearing and settlement charges, bank service fees, third-party fund fees and any other expenses
reasonably related to the purchase, sale, or transmittal of Fund assets); (e) research and research-related
expenses, including, without limitation, news and quotation equipment and services (e.g., market data
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