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Ursa Fund Management LLC: investment adviser

Ursa Fund Management LLC is an investment adviser registered with the SEC (file 801-110698, CRD 283363). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$1.2B
Discretionary
100%
Accounts
2
Employees
2
In advisory roles
2
Disclosures
1

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles2$1.2B100.0%

How it is paid

  • Performance-based fees

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Andrew Philip HahnPersonManagingD 50% to 75%Feb 2016Yes
Russell Palmer DouglasPersonManagingC 25% to 50%Feb 2016Yes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.

Item 11 questions answered Yes

These questions cover the firm and its advisory affiliates.

  • Has any self-regulatory organization or commodities exchange ever: found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?

Actions about affiliates (1)

  1. Nov 14, 2016
    Regulatory Action: Chicago Board Options Exchange, Incorporated FinalAbout an affiliate: Hahn, Andrew, PhilipSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $45,000 · Begun Oct 13, 2016 · Resolved Nov 14, 2016 · Settled · Docket 16-0030

    Registrant is alleged to have violated SEC rules 15C3-1, 17A-4, and 17A-5.

    $45,000 paid by Ursa Fund Management, LLC on 11/18/16

    This action has been fully resolved and disposed. No information Filed

Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Ursa Fund Management Brochure, filed Mar 24, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Description of the Advisory Firm Ursa Fund Management LLC (“Ursa” or “We”) is a Delaware limited liability company formed in February of 2016 primarily for the purpose of sponsoring and managing pooled investment vehicles. Andrew Hahn and Russell Douglas are the co-founders. Together, Andrew and Russell co-manage Ursa. Andrew Hahn. Prior to co-founding Ursa, Mr. Hahn was a member of the U.S. options marketmaking business at Evolution Capital Management, LLC (“Evolution”), a global hedge fund based in Santa Monica from 2005 to 2011, exclusive of 2008-2009 when Mr. Hahn worked at Synergy Capital Management (“Synergy”), also a U.S. options market-making business. Prior to joining Evolution, Mr.

Read the rest of Item 4 (469 more words)

Hahn worked for a statistical arbitrage fund in Southern California, where he backtested the fund’s Portfolio Manager’s empirically observed patterns. Mr. Hahn holds a B.S. in Pure Mathematics from the University of California, Los Angeles. Russell Douglas. Prior to co-founding Ursa, Mr. Douglas started at Evolution in 2006, where he worked on the Asia desk for one year before joining the U.S. team. Mr. Douglas holds a B.A. in Business Economics from the University of California, Los Angeles.

The pooled vehicle we sponsored and manage is the Ursa Fund Partners LP (the “Ursa Fund”), which was formed in February 2016. Ursa is also engaged as a sub-advisor to manage a portion of Investment Opportunities SPC’s portfolio (the “Portfolio Fund,” and together with the Ursa Fund, the “Funds”). The Funds offer interests (“Interests”) to certain qualified investors, as described in response to Item 7, below; such shareholders and Investors are referred to herein as “Investors.” Description of Advisory Services Strategy – We serve as the investment manager to the Funds pursuant to separate investment management agreement between each of the Funds and Ursa. The Funds’ objective is to generate superior risk-adjusted returns on capital through investments in the corporate action and eventdriven space. To achieve this objective, Ursa utilizes proprietary scanning methods of corporate filings together with extensive research and analysis to seek attractive investment opportunities. The Funds generally invest in publicly-traded equity securities and derivatives, but it may also invest in other types of instruments that Ursa considers appropriate and in such Fund’s best interests. The Funds may also employ an “interest rate arbitrage” strategy, whereby it can collect a higher implied interest rate through a combined stock versus options structure than the debt financing rate paid to the clearing firms utilized by the Funds. The interest rate arbitrage strategy can lead to concentrated holdings and significant margin balances at one or more of the Funds’ clearing firms. The Fund may also invest in Bitcoin exchange traded funds (“ETFs”) or other digital assets (collectively, “Digital Assets”). The Ursa Fund is not limited with respect to the types of investment strategies it may employ, the markets or instruments in which it may invest or the percentage of its capital that may be any type or amount of a security. The Portfolio Fund is limited to investment in equities, equity options, total return swaps, and corporate bonds and convertible notes. In addition, the Ursa Fund may make certain investments (“Opportunistic

Investments”) from time to time and may utilize hedging, leverage or other strategies to achieve the Fund’s investment objective. Client Tailored Services and Client Imposed Restrictions We do not tailor portfolio management services to the individual needs of Investors in the Funds. Assets Under Management As of December 31, 2025, Ursa had assets under management on a discretionary basis of $1,198,312,942.

Item 5. Fees and compensation

Management Fee Ursa will not charge the Funds any Management Fee. Rather, each Fund’s administrative costs are borne directly by such Fund, as disclosed below. Incentive Allocation, Generally At the end of each fiscal year, Ursa Fund Management LLC, General Partner of the Ursa Fund, will receive from the Ursa Fund, a performance-based allocation (the “Incentive Allocation”) equal to 35% of the aggregate net income indirectly allocated to each Investor in the Ursa Fund. At the end of each fiscal year, Ursa will receive from the Portfolio Fund, an Incentive Allocation equal to 10% of the amount of increase in the net asset value of each shareholders shares in the Portfolio Fund.

Read the rest of Item 5 (882 more words)

An Incentive Allocation is also made as to amounts withdrawn or redeemed, as of the effective time of the withdrawal by Investors. Incentive Allocations are subject to a “high water mark” provision under which Ursa receives an Incentive Allocation from an Investor only to the extent Net Income allocated to that Investor’s Capital Account or Series of Shares, as applicable, exceeds any Net Losses previously allocated to it since the last date an Incentive Allocation was assessed (or the original date of contribution if no Incentive Allocation has previously been assessed). An Investor’s “high water mark” shall be the maximum of such Investor’s ending Capital Account balance as of year-end, after accounting for any of such Investor’s Capital Contributions and any withdrawals (the “HWM”). With respect to the Ursa Fund, in the event an Investor’s ending yearly Capital Account balance is below its HWM, the Incentive Allocation for the Ursa Fund will be reduced to 17.5% of the Net Income allocated for the month to such Investor for such month (the “Reduced Allocation”). References herein to the Incentive Allocation include the Reduced Allocation, unless specified otherwise. The Reduced Allocation shall continue to apply for each month an Investor’s Capital Account is below its HWM, as calculated by such Investor’s Capital Account balance as of monthend. Upon the first occurrence of an Investor’s Capital Account surpassing its HWM (each such occasion, an “HWM Event”), a pro-rated Incentive Allocation will apply with respect to Net Income allocated for the month to such Investor, calculated as follows: (1) an amount equal to 17.5% of the Net Income allocated for the month to such Investor through the HWM; and (2) thereafter, an amount equal to 35% of Net Income allocated for the month to such Investor from the HWM through the end of the month. Provided that the Investor’s Capital Account is above its HWM for the following month, the Investor will be readjusted to an Incentive Allocation equal to 35%, as described above.

If an Investor makes a partial withdrawal or receives a distribution at a time when he or she has unrecovered losses, for purposes of calculating the Incentive Allocation those unrecovered losses will be reduced in proportion to the withdrawal. Ursa, in its sole discretion, may elect to reduce, otherwise modify or waive the Incentive Allocation with respect to any Investor. Incentive Allocation, Opportunistic Investments The OI Incentive Allocation (as defined below) will be calculated separately from and independently of the Incentive Allocation applicable to the Ursa Fund’s other investments. Upon liquidation of the Opportunistic Investment, Ursa will receive an allocation equal to 35% of the Net Income allocated to each OI Capital Account (the “OI Incentive Allocation”). For the avoidance of doubt, the OI Incentive Allocation shall be calculated and earned, and may be withdrawn by Ursa, when the Opportunistic Investment is liquidated. If, upon liquidation of the Opportunistic Investment, an Investor’s OI Capital Account has unrecovered losses, then no OI Incentive Allocation is made with respect to that Investor’s OI Capital Account. Each OI Incentive Allocation is calculated and earned, and may be withdrawn, by Ursa separately and independently of any prior or future OI Incentive Allocations. For the avoidance of doubt, any unrecovered losses in respect of the Opportunistic Investment will not be carried forward to the Investor’s Capital Account in the Fund or included in the calculation of the Incentive Allocation applicable to the Fund’s other investments, including any future Opportunistic Investments. Ursa, in its sole discretion, may elect to reduce, otherwise modify or waive the OI Incentive Allocation with respect to any Investor. Expenses The Ursa Fund bears its own expenses including, but not limited to, investment related expenses such as the Fund’s brokerage commissions, interest on margin accounts and other indebtedness, custodial fees, bank service fees, withholding and transfer fees, taxes, systems and technology expenses, third party research tools, corporate licensing fees, legal and auditing expenses, accounting (including Foreign Account Tax Compliance Act compliance costs), fund administration, filing fees and expenses (including regulatory filings made in respect of the Fund such as Form PF preparation and filing expenses), outsourced risk management advisory and software, investment related consultants and travel costs that are research related, expenses incurred with respect to the preparation, duplication and distribution to Investors and prospective Investors of Fund offering documents, annual reports and other financial information, marketing and syndication expenses (including those incurred in marketing Fund Interests in the European Union), office space and utilities and any other services or service provider expenses deemed necessary by Ursa on behalf of the Fund. The Portfolio Fund bears its own reasonable expenses, including brokerage commissions and other transaction charges, interest, fees and expenses incurred in the borrowing and lending of securities, the costs implicit in repurchase and reverse repurchase agreements, custodial fees and expenses, and taxes in connection with the Portfolio Funds activities. Expenses (excluding any expenses directly attributable to the Portfolio Fund’s trading activities) charged to the Portfolio Fund will not exceed an aggregate amount of $175,000 in any given fiscal year. Ursa bears its own expenses, including computer equipment and software (not otherwise paid by the Fund), healthcare and secretarial, clerical, employee related and other personnel, except as assumed by the Fund or except as paid for through the permitted use of commission dollars.

Item 6. Performance-based fees and side-by-side management

Please refer to Item 5 for the description of our performance-based fees.

Item 7. Types of clients

We provide investment advice to the Funds previously described. Investors in the Funds may include high net worth individuals, trusts, foundations, endowments, charitable organizations, pension plans and other unregistered funds. The minimum initial investment in the Ursa Fund is $500,000. The minimum investment in the Ursa Fund may be modified by Ursa. Each investor in the Ursa Fund must be an “accredited investor” as defined in Regulation D under the U.S. Securities Act of 1933, as amended. Each investor in the Ursa Fund must also be a “qualified client” as defined in Section 275.205-3 of the U.S. Investment Advisers Act of 1940, as amended (the “1940 Act”). The Portfolio Fund meets the definition of “accredited investor” and “qualified purchaser”.

Item 8. Methods of analysis, investment strategies and risk of loss

Investment Strategy and Process, Generally Ursa utilizes proprietary scanning methods of corporate filings together with extensive research and analysis to seek attractive investment opportunities. Once Ursa has sourced an idea, it will follow news flow and corporate filings, searching for an attractive entry point. If Ursa identifies an attractive entry point, it will generally express its views by initiating a stock, options or combined stock and options position. Ursa intends to employ a discerning and patient approach, and will only trade in opportunities that it believes have favorable risk-reward characteristics. There may be occasions when the Fund does not make many trades, if Ursa determines that there are few or no compelling opportunities.

Read the rest of Item 8 (6,377 more words)

Ursa believes this strategy will provide investors with exposure to a selective number of thoroughly vetted opportunities throughout the year. Each Fund’s portfolio is expected to be concentrated in certain “Big Event” opportunities that Ursa considers promising, after conducting extensive research and game planning with respect to such opportunities. The Ursa Fund may make certain follow-on investments (“Opportunistic Investments”) in Big Event investments from time to time (see Opportunistic Investments below). Ursa anticipates supplementing the Ursa Fund’s Big Event investments with investments in “Small Event” opportunities each month, through which Ursa seeks to cover costs and generate small positive returns. Big Event and Small Event opportunities share similar characteristics, although Big Event trades are more liquid and can be forecast much further in advance. When conditions allow, the Ursa Fund may employ an “interest rate arbitrage” strategy, whereby it can collect a higher implied interest rate through a combined stock versus options structure than the debt financing rate paid to the clearing firms utilized by the Ursa Fund. The interest rate arbitrage strategy can lead to concentrated holdings and significant margin balances at one or

more of the Ursa Fund’s clearing firms. There can be no assurance that Ursa will be able to employ this strategy as the implied interest rates collected with the combined stock versus options structure could be below the interest rates charged by one or more of the Fund’s clearing firms. The Funds generally invest in publicly-traded equity securities and derivatives, but it may also invest in other instruments, including but not limited to Digital Assets, and purchasing or selling debt instruments and instruments that are not listed on a U.S. exchange. Investment Strategy and Process, Opportunistic Investments An “Opportunistic Investment” is an opportunity extended by the Ursa Fund from time to time that allows each Investor to (i) increase their exposure to the Ursa Fund’s best Big Event investments at each Investor’s sole discretion, or (ii) participate in another opportunity extended by the Fund. The specific instruments of each Opportunistic Investment and the specific strategies will be set forth in a separate “Opportunistic Investment Addendum” applicable to such Opportunistic Investment. The Ursa Fund will generally only allow Opportunistic Investments when the investment allows for additional investment capacity beyond the on-going capital in the general Ursa Fund account. The Ursa Fund will generally utilize the capacity in the general Ursa Fund account first, before utilizing any Opportunistic Investment funds. Additionally, certain Investors of the Ursa Fund may elect to participate only in Opportunistic Investments. A Investor that participates only in a specific Opportunistic Investment generally has the same rights and characteristics of the Investors of the Ursa Fund, except as set forth in the applicable Opportunistic Investment Addendum for each such Opportunistic Investment. Risk Factors, Generally Following are descriptions of some of the most common risks associated with investing in the Funds. Please consult the applicable Funds’ Private Placement Memorandum for a more complete disclosure of risks. Reliance On Ursa. The success of the Funds depends on Ursa’s ability to develop and implement investment strategies to achieve such Fund’s investment objectives. Although Ursa may impose limits on the types of positions the Ursa Fund may take, or the concentration of its investments, the Partnership Agreement imposes no such limits. Investors will have no right or power to take part in the management of the Funds. Each Fund’s investment performance could be materially adversely affected if any members of the investment team were to die, become ill or disabled, or otherwise cease to be involved in the active management of the business of such Fund’s portfolio. Absence of Regulatory Oversight. While the Funds may be considered similar to investment companies, they are not required, and do not intend, to register as such under the laws of any jurisdiction. For instance, the provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which may provide certain regulatory safeguards to investors, are not applicable. Business and Regulatory Risks of Hedge Funds. Legal, tax and regulatory changes could occur during the term of the Funds that may adversely affect a Fund. The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the value of investments held by the Funds and the ability of the Funds to obtain the leverage it might

otherwise obtain or to pursue its trading strategies. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on the Funds could be substantial and adverse. Limited Withdrawal Rights. An investment in the Ursa Fund is suitable only for certain sophisticated investors who have no need for liquidity in the investment. Generally, Investors may withdraw their Capital Accounts as of the end of each calendar month after the expiration of the applicable Lock-Up Period. Ursa, in its sole discretion, may waive the Lock-Up Period requirement or any withdrawal restriction as to any Investor. Further, distribution of proceeds upon an Investor’s withdrawal may be limited where, in Ursa’s view, the disposal of all or part of the Fund’s assets, or the determination of the value of the Investor’s Capital Account, among other reasons, would not be reasonable or practicable or would be prejudicial to the non-withdrawing Investors. Incentive Allocation to Ursa. Ursa is entitled to receive an Incentive Allocation, based upon the net capital appreciation, if any, allocated to the Capital Account of an Investor in the Ursa Fund or the increase in net asset value of a series of shares in the Portfolio Fund. The Incentive Allocation may create an incentive for Ursa to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect. In addition, because the Incentive Allocation is calculated on a basis which includes unrealized appreciation of the each Fund’s assets, it may be greater than if such compensation were based solely on realized gains. Risk Factors, Investment and Trading General Investment and Trading Risks. An investment in either Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. The Funds invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. No guarantee or representation is made that either Fund’s program will be successful. Each Fund’s investment program may utilize investment techniques including, but not limited to option transactions, margin transactions, short sales, forwards, leverage and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which the Funds may be subject. Equity Investments. The Funds’ equity investments may involve substantial risks and may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. There are no absolute restrictions in regard to the size or operating experience of the companies in which the Funds may invest (and relatively small companies may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth and companies with new products or services could sustain significant losses if projected markets do not materialize). Equity prices are directly affected by issuer specific events, as well as general market conditions. In addition, in many countries investing in common stocks is subject to heightened regulatory and self-regulatory scrutiny as compared to investing in debt or other financial instruments. Small- and Mid-Cap Risks. A portion of each Fund’s assets may be invested in securities of smallcap and mid-cap issuers. While in Ursa’s opinion the securities of small- and mid-cap issuers may

offer the potential for greater capital appreciation than investments in securities of large-cap issuers, securities of small-cap issuers may also present greater risks. For example, some smalland mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses and earnings. Their securities may be thinly traded, may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of largercap issuers. The market prices of securities of small- and mid-cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments and to market rumors than are the market prices of large-cap issuers. Transaction costs in securities of small- and midcap issuers may be higher than in those of large-cap issuers. Exchange-Traded Funds. The Fund may invest in exchange-traded funds (“ETFs”), which are a type of index fund bought and sold on a securities exchange. The risks of owning ETF shares generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile. Investors in ETFs bear a proportionate share of the expenses of those ETFs, including management fees, custodial and accounting costs, brokerage commissions, and other transaction costs. ETFs are also subject to other risks, including the risk that their prices may not correlate perfectly with changes in the underlying index and the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. An exchange-traded sector fund may also be adversely affected by the performance of that specific sector or group of industries on which it is based. Digital Assets. Digital Assets are loosely regulated and there is no central marketplace for currency exchange. Supply is determined by a computer code, not by a central bank, and prices can be extremely volatile. Digital Asset exchanges have been closed due to fraud, failure, or security breaches. Any of the Fund’s funds that reside on an exchange that shuts down may be lost. Several factors may affect the price of Digital Assets, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of Digital Assets or the use of Digital Assets as a form of payment. There is no assurance that Digital Assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of Digital Asset payments by mainstream retail merchants and commercial businesses will grow. Digital Assets are created, issued, transmitted, and stored according to protocols run by computers in the Digital Asset network. It is possible these protocols have undiscovered flaws which could result in the loss of some or all assets held by the Fund. There may also be network scale attacks against these protocols which result in the loss of some or all of assets held by the Fund. Some assets held by the fund may be created, issued, or transmitted using experimental cryptography which could have underlying flaws. Advancements in quantum computing could break the cryptographic rules of protocols which support the assets held by the fund. The Fund makes no guarantees about the reliability of the cryptography used to create, issue, or transmit assets held by the Fund. Digital Asset Exchanges. The Digital Asset exchanges on which Digital Assets trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. In general, Digital Asset exchanges are

currently start-up businesses with no institutional backing, limited operating history and no publicly available financial information. Exchanges generally require cash to be deposited in advance in order to purchase Digital Assets, and no assurance can be given that those deposit funds can be recovered. Additionally, upon sale of Digital Assets, cash proceeds may not be received from the exchange for several business days. The participation in exchanges requires users to take on credit risk by transferring Digital Assets from a user’s account to a third-party’s account. The Fund will take credit risk of an exchange every time it transacts. Digital Asset exchanges may impose daily, weekly, monthly, or customer-specific transaction or distribution limits or suspend withdrawals entirely, rendering the exchange of Digital Assets for fiat currency difficult or impossible. Additionally, Digital Asset prices and valuations on Digital Asset exchanges have been volatile and subject to influence by many factors including the levels of liquidity on exchanges and operational interruptions and disruptions. The prices and valuation of Digital Assets remain subject to any volatility experienced by Digital Asset exchanges, and any such volatility can adversely affect an investment in the Fund. Digital Asset exchanges are appealing targets for cybercrime, hackers, and malware. It is possible that while engaging in transactions with various Digital Asset exchanges located throughout the world, any such exchange may cease operations due to theft, fraud, security breach, liquidity issues, or government investigation. In addition, banks may refuse to process wire transfers to or from exchanges. Over the past several years, many exchanges have, indeed, closed due to fraud, theft (e.g., Mt. Gox voluntarily shutting down because it was unable to account for over eight hundred and fifty thousand (850,000) Bitcoin), government or regulatory involvement, failure or security breaches (e.g., the voluntary temporary suspensions by Mt. Gox of cash withdrawals due to distributed denial of service attacks by malware and/or hackers), or banking issues (e.g., the loss of Tradehill’s banking privileges at Internet Archive Federal Credit Union). Any financial, security or operational difficulties experienced by such exchanges may result in an inability of the Fund to recover money or Digital Assets being held by the exchange, or to pay investors upon withdrawal. Further, the Fund may be unable to recover Digital Assets awaiting transmission into or out of the Fund, all of which could adversely affect an investment in the Fund. Additionally, to the extent that the Digital Asset exchanges representing a substantial portion of the volume in Digital Asset trading are involved in fraud or experience security failures or other operational issues, such Digital Asset exchanges’ failures may result in loss or less favorable prices of Digital Assets, or may adversely affect the Fund, its operations and investments, or the Limited Partners. Commodities and Derivative Investments. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, the Fund’s assets are also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties.

The Funds may buy or sell (write) both call options and put options, and when it writes options, it may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the same class and amount as those to which the call option applies. A put option is covered when the writer has an open short position in securities of the relevant class and amount. The Funds’ option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another securities position) or a form of leverage, in which a Fund has the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances. In general, without taking into account other positions or transactions the Funds may enter into, the principal risks involved in options trading can be described as follows: When a Fund buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of their investment in the option (including commissions). The Funds could mitigate those losses by selling short, or buying puts on, the securities for which it holds call options, or by taking a long position (e.g., by buying the securities or buying calls on them) in securities underlying put options. When either Fund sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered.” If it is covered, the Fund would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss the Funds might suffer as a result of owning the security. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk. Third Party Wallet Providers. The Fund may use third party wallet providers to hold a portion of the Fund’s Digital Assets. The Fund may have a high concentration of its Digital Assets in one location or with one third party wallet provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware, or cyber-attacks. The Fund is not required to maintain a minimum number of wallet providers to hold the Fund’s Digital Assets. The Fund may not do detailed information technology diligence on such third-party wallet providers and, as a result, may not be aware of all security vulnerabilities and risks. Certain thirdparty wallet providers may not indemnify the Fund against any losses of Digital Assets. Digital Assets held by third parties could be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such Digital Assets. The Fund may also incur costs related to third party storage. Any security breach, incurred cost, or loss of Digital Assets associated with the use of a third-party wallet provider may adversely affect an investment in the Fund. Bankruptcy of Third Party Wallet Providers, Custodians, and Exchanges. The Fund may hold Digital Assets with one or more third party wallet providers, custodians, and/or exchanges (each, a “Third Party Custodian”). There is a risk that a bankruptcy court would deem Digital Assets held with a Third Party Custodian to be the property of the bankruptcy estate in the event of a Third Party Custodian’s bankruptcy. In that case, the Fund could be treated as a general unsecured creditor of the Third Party Custodian, which means the Fund would not have a claim to its specific

Digital Assets held with the Third Party Custodian, and could only recover the value of its Digital Assets to the extent there are funds remaining after more senior and secured creditors’ claims have been satisfied. Moreover, the value of such Digital Assets may fluctuate (up or down) after the filing of the bankruptcy petition and the Fund’s claim may not receive the benefit of such higher valuation or could be reduced in the case of a lower valuation. In such an event, the Fund may be unable to recover the full value of its Digital Assets held at the Third Party Custodian, which could result in significant losses. Digital Assets Trading is Volatile and Speculative. Digital Assets represent a speculative investment and involve a high degree of risk. As relatively new products and technologies, Digital Assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of the demand for Digital Assets is generated by speculators and investors seeking to profit from the short or long-term holding of Digital Assets. The relative lack of acceptance of Digital Assets in the retail and commercial marketplace limits the ability of end-users to pay for goods and services with Digital Assets. A lack of expansion by Digital Assets into retail and commercial markets, or a contraction of such use, may result in increased volatility. Trading on Digital Asset Networks. The Fund will convert U.S. dollar contributions made by limited partners to Digital Assets over specific networks, as applicable. The Fund may use certain Digital Assets to purchase other Digital Assets. Many Digital Asset networks are online end-userto-end-user networks that host a public transaction ledger, known as the blockchain, and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many Digital Asset transactions, the recipient of the Digital Asset must provide its public key, which serves as an address for a digital wallet, to the party initiating the transfer. In the data packets distributed from Digital Asset software programs to confirm transaction activity, each Digital Asset user must “sign” transactions with a data code derived from entering the private key into a “hashing algorithm,” which signature serves as validation that the transaction has been authorized by the owner of such Digital Asset. This process is vulnerable to hacking and malware, and could lead to theft of the Fund’s digital wallets and the loss of the Fund’s Digital Assets. Many Digital Asset exchanges have been closed due to fraud, failure, or security breaches. In many of these instances, the customers of such Digital Asset exchanges were not compensated or made whole for the partial or complete losses of their account balances in such Digital Asset exchange. Amendments to a Digital Asset Network’s Protocols and Software Could Adversely Affect the Fund’s Investment and Trading Activities. Digital Asset networks (collectively, “Networks”) are typically based on protocols that govern peer-to-peer interactions between computers connected to a Network. Generally, the code that sets forth a Digital Asset’s protocol is informally managed by a development team known as the core developers. A Digital Asset’s core developers, miners, and/or users (each such core group in respect of a particular Digital Asset, the “Community”) can propose amendments to a Network’s source code through one or more software upgrades that alter such Digital Asset’s protocols, the software that govern its Network and the properties of the Digital Asset itself, including, but not limited to, the irreversibility of transactions and limitations on the mining/creation of new Digital Asset units. To the extent that a majority of a Community installs such software upgrade(s), such Digital Asset’s Network could be subject to new protocols and software that may adversely affect the Fund’s investment and trading activities. If less than a majority of a Community installs such software upgrade(s), such Digital Asset’s Network could “fork.”

Many Digital Assets are open source projects and, although there may be an influential group of leaders in a specific Community, there may be no official developers or group of developers that formally control the applicable Network. For many Digital Assets, any individual can download the applicable Network software and make any desired modifications, which are proposed to the relevant Digital Asset’s Community through software downloads and upgrades. However, the Community must usually consent to those software modifications by downloading the altered software or upgrade that implements the changes; otherwise, the changes do not become a part of that Network. A developer or group of developers could potentially propose a modification to a Network that is not accepted by the applicable Community, but that is nonetheless accepted by a substantial portion of such Community. In such a case, a “fork” in the blockchain could develop and two separate Networks could result, one running the pre-modification software program and the other running the modified version (i.e., a second such Network in respect of the same Digital Asset). Such a fork in the blockchain typically would be addressed by Community-led efforts to merge the forked blockchains. This kind of split in a Network could materially and adversely affect the value of Fund investments and, in the worst-case scenario, harm the sustainability of the applicable Digital Asset’s economy. Risk to Digital Asset Networks from Malicious Actors. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on certain Digital Asset networks, it may be able to alter the Blockchain on which the Digital Asset transaction relies on by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the Digital Asset network can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude, or modify the ordering of transactions, though it could not generate new Digital Assets or transactions using such control. Using alternate blocks, the malicious actor could double spend its own Digital Assets and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power on various Digital Asset networks or the Digital Asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Such changes could adversely affect an investment in the Fund or the ability of the Fund to transact. Limitations on Scaling Digital Asset Networks. Many Networks face difficulties scaling due to the inherent tradeoff between the security and scalability of public Networks. At present, decentralized Networks are generally considered to be more secure than centralized networks due to the lessened risk of manipulation or capture by a single or small group of intermediaries. However, decentralization may also limit the number of transactions that can be processed by a Network due to the capabilities and requirements of each node that participates in the verification of transactions on such Network. Digital Asset Transaction Costs and Settlement Times. Transaction costs related to the purchase, sale, or exchange of Digital Assets can be significant depending on the Network, Digital Asset exchange, or other means used to engage in such transaction. Because Networks can only process a limited number of transactions simultaneously, the fees charged to process a specific transaction or the settlement time for such transaction may be significant. Such fees or delayed settlement times may limit the Fund’s ability to engage in subsequent transactions or to exit

positions during periods of heightened volatility without incurring substantial fees or other transaction costs. Intellectual Property Rights Claims May Adversely Affect the Operation of Digital Asset Networks. Third parties may assert intellectual property claims relating to the operation of Digital Assets and their source code relating to the holding and transfer of such assets. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the Digital Asset’s long-term viability or the ability of end-users to hold and transfer Digital Assets may adversely affect an investment in the Fund. Additionally, a meritorious intellectual property claim could prevent the Fund and other end-users from accessing such Digital Asset network or holding or transferring their Digital Assets, which could force the Fund to terminate and liquidate the Fund’s Digital Assets (if such liquidation of the Fund’s Digital Assets is possible). As a result, an intellectual property claim against the Fund could adversely affect an investment in the Fund. Computer Malware, Viruses, Bugs, Etc. Computer malware, viruses, and computer hacking and phishing attacks have become more prevalent in the industries in which the Digital Asset exchanges operate, and may occur on such exchanges’ systems or technologies. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of exchange products and technical infrastructure may harm such exchanges’ reputations, their ability to retain existing users and attract new users, and their results of operations. Digital Asset exchange products and internal systems generally rely on software that is highly technical and complex, and such exchanges’ internal systems depend on the ability of such software to store, retrieve, process, and manage immense amounts of data. Such software may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors may only be discovered after the code has been released for external or internal use. Errors or other design defects within such software may result in a negative experience for users and marketers who use Digital Asset exchange products, delay product introductions or enhancements, or result in measurement or billing errors. Any errors, bugs, or defects discovered in an exchange’s software could result in damage to such exchange’s reputations, loss of users, loss of revenue, or liability for damages, any of which could adversely affect such exchange’s business and financial results, and could result in significant losses for the Fund. OTC Transactions. The Fund will engage in transactions involving Digital Assets and securities traded on over-the-counter (“OTC”) markets. In general, there is less governmental regulation and supervision in the OTC markets than of transactions entered into on an organized exchange. In addition, many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearinghouse, will not be available in connection with OTC transactions. This exposes the Fund to the risks that a counterparty will not settle a transaction because of a credit or liquidity problem or because of disputes over the terms of the contract. Such risks are accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of OTC counterparties. Moreover, the Fund has no internal credit function that evaluates the creditworthiness of their OTC counterparties. Therefore, to the extent that the Fund engages in trading on OTC markets, the Fund could be exposed to greater risk of loss through default than if it confined its trading to regulated exchanges.

Options and Bond Volatility. The Fund may buy or sell options and convertible bonds. Changes in option and convertible bond volatility are extremely difficult to predict. If the Fund is short options or convertible bonds and the volatility increases, or if the Fund is long options or convertible bonds and volatility declines, the Fund could be affected materially and adversely. Arbitrage. In trading systems, historical analysis may indicate probabilities of price movements which are not necessary or inevitable or which may not necessarily recur in the future in a manner which will support a profitable trading strategy. Moreover, under the so-called efficient market hypothesis, if and as the securities markets disseminate and absorb relevant information more rapidly, periods of temporary mis-pricings, such as those endeavored to be exploited by arbitrage strategies, may become shorter, less frequent and of lesser quantitative significance. Investors employing such systems may effectively be competing in the marketplace with numerous investors for the timely identification of such opportunities and the favorable execution of resultant transactions. If the requisite elements of an arbitrage strategy are not properly analyzed, or unexpected events or price movements intervene, losses can occur which can be magnified to the extent the Fund is employing leverage. Use of Leverage and Financing. The Funds may leverage its capital because Ursa believes that the use of leverage may enable the Funds to achieve a higher rate of return. Accordingly, the Funds may pledge their securities in order to borrow additional funds for investment purposes. The Funds may also leverage its investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings which the Funds may have outstanding at any time may be substantial in relation to its capital. There is no limit on the Ursa Fund’s ability to borrow or use leverage, and the Portfolio Fund may have gross exposure of 1500% of its assets. While leverage presents opportunities for increasing each Fund’s total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by either Fund would be magnified to the extent such Fund is leveraged. The cumulative effect of the use of leverage by the Funds in a market that moves adversely to a Fund’s investments could result in a substantial loss to such Fund which would be greater than if such Fund was not leveraged. The use of short-term margin borrowings results in certain additional risks to the Funds. For example, should the securities pledged to brokers to secure a Fund’s margin accounts decline in value, such Fund could be subject to a “margin call”, pursuant to which such Fund must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of a Fund’s assets, such Fund might not be able to liquidate assets quickly enough to satisfy its margin requirements. The Funds may borrow by entering into reverse repurchase agreements. Under a reverse repurchase agreement, a Fund sells securities and agrees to repurchase them at a mutually agreed date and price. Reverse repurchase agreements may involve the risk that the market value of the securities retained in lieu of sale by the Funds may decline below the price of the securities the Funds have sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce a Fund’s obligation to repurchase the securities and a Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. To the extent that, in the meantime, the value of the securities that a Fund has purchased has decreased, such Fund could experience a loss. The financing used by a Fund to leverage their portfolio is extended by securities brokers and dealers in the marketplace in which such Fund invests. While each Fund attempts to negotiate the terms of these financing

arrangements with such brokers and dealers, its ability to do so is limited. Each Fund is therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to either Fund. Because each Fund currently has no alternative credit facility which could be used to finance its portfolio in the absence of financing from broker-dealers, it could be forced to liquidate its portfolio on short notice to meet its financing obligations. The forced liquidation of all or a portion of a Fund’s portfolio at distressed prices could result in significant losses to such Fund. Special Situations. Either Fund may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction will either be unsuccessful, take considerable time or result in a distribution of cash or a new security the value of which will be less than the purchase price to a Fund of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, a Fund may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which a Fund may invest, there is a potential risk of loss by the Funds of a significant portion of its investment in such companies. Short Selling. Short selling involves selling securities which are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which either Fund engages in short sales depends upon Ursa’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to a Fund of buying those securities to cover the short position. There can be no assurance that either Fund will be able to maintain the ability to borrow securities sold short. In such cases, a Fund can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position are available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Limited Diversification. The Partnership Agreement does not limit the amount of the Ursa Fund’s capital that may be committed to any single investment, industry or sector, and the Portfolio Fund’s investment management agreement contains limited restrictions. At any given time, it is therefore possible that Ursa may select investments that are concentrated in a limited number or types of investments. This limited diversity could expose either Fund to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments.

Item 9. Disciplinary information

In November 2016, Ursa Group, LLC, a former affiliate of Ursa Fund Management, LLC, entered into a settlement agreement with the Chicago Board Options Exchange (“CBOE”) related to File no. 16-0030. As part of the settlement agreement, Ursa Group, LLC agreed to pay a fine of

$45,000. More information about this event is available by viewing the Firm’s ADV Part 1 available on the SEC’s website, which is listed on the cover page of this brochure.

Item 10. Other financial industry activities and affiliations

Neither Ursa Fund Management LLC nor any of its principals are registered or have an application pending to register as (1) a broker-dealer or a registered representative of a broker-dealer; or (2) a futures commission merchant, commodities pool operator, a commodity-trading advisor, or an associated person of the foregoing entity Ursa Fund Management LLC, a Delaware limited liability company, is the General Partner of Ursa Fund Partners LP.

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Ursa, our affiliates and its members, officers and employees may engage in other business activities, including providing investment management and advisory services to other accounts, and shall not be required to refrain from any activity, to disgorge profits from any such activity or to devote all or any particular amount of time or effort of any of their officers, directors or employees to a Fund and its affairs. Any such accounts may pursue a substantially similar investment strategy as that of another Fund.

Item 11. Code of ethics, participation in client transactions and personal trading

Trading Ursa has adopted a Code of Ethics (“Code”) that describes the standards of business conduct that it requires of employees and accounts owned predominantly by persons associated with Ursa, and establishes procedures intended to prevent Ursa, and its personnel and certain of their relatives, from inappropriately benefiting from Ursa’s relationships with its clients. The Code provides that: i. ii. iii.

iv. v.

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Ursa’s clients’ interests come before Ursa’s or employees’ interests; Ursa must disclose to clients all material facts about conflicts of which it is aware between Ursa’s and its employees’ interests on the one hand and clients’ interests on the other; Employees must operate on Ursa’s and their own behalf consistently with Ursa’s disclosures to and arrangements with clients regarding conflicts and its efforts to manage the impacts of those conflicts; Ursa and its employees must not take inappropriate advantage of Ursa’s clients or their positions of trust with or responsibility to clients; and Ursa and its employees must comply with all applicable securities laws. The Code generally prohibits employees from trading in any securities held by client accounts and requires employees to report personal securities holdings on an annual basis.

In addition, Ursa monitors all employees’ securities transactions: employees must arrange for duplicate copies of their brokerage statements and trade confirmations to be sent to the Chief Compliance Officer. The Code includes procedures for and restrictions on employee trading intended to prevent employees from benefiting from, or appearing to benefit from, any price movement that may be caused by client transactions or Ursa’s recommendations regarding securities. Among other things, these include requirements that employees make a written request for and receive clearance from Ursa’s Chief Compliance Officer (or his or her designee)

before they buy or sell any security (other than certain government securities, shares of mutual funds not managed by Ursa, and certain other types of securities that Ursa does not believe create a potential for conflicts of interest). Pre-cleared transactions must be completed within a specified time frame. The Code also contains restrictions on and procedures to prevent inappropriate trading while Ursa is in possession of material nonpublic information. Ursa will provide a copy of its Code of Ethics to any client or prospective client upon request. Such a request may be made by submitting a written request to Ursa at the address on the cover page to this brochure.

Item 12. Brokerage practices

We are responsible for selecting broker-dealers to execute trades and negotiating any commissions paid on such transactions. Our primary consideration in placing transactions with particular broker-dealers is to obtain execution in the most effective manner possible. We also take into account a variety of other factors, including the financial strength, integrity and stability of the broker-dealer and the commissions charged. We may also consider the quality, comprehensiveness and frequency of available research and other products and services considered to be of value.

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The products and services furnished by broker-dealers may include, among other things, written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; and statistics and pricing or appraisal services, discussion with research personnel, special execution capabilities, and the availability of stocks to borrow for short trades. Ursa currently does not utilize “soft dollars” to pay for Fund expenses. Each Fund has an account established at brokers for clearing and settling such Fund’s securities and options transactions. Settlement functions normally include, among other matters, arranging for (i) the receipt and delivery of securities purchased, sold, borrowed and loaned, (ii) the making and receiving of payments, (iii) custody of securities fully paid for or not fully paid for and (iv) custody of all cash, dividends and exchanges, distributions and rights accruing to such Fund’s account. The Funds may utilize other brokers from time to time. The Funds are not committed to continue its relationship with its broker(s) for any minimum period and either Fund may, in its sole discretion, select other brokers for the Fund. We do not direct client transactions to a particular broker-dealer in return for client referrals. We do not recommend, request, require or permit a client to direct us to execute transactions through a specified broker-dealer. We will not engage in cross trades between client accounts, as such trades could potentially pose a conflict of interest for one or more of our clients. Any trading errors (errors relating to placement, execution, or settlement of trades) due to causes other than fraud, gross negligence, reckless or intentional misconduct, or criminal wrongdoing will be for the account of the applicable Fund, which will accept the profits or suffer the losses from such trading errors pro rata. Ursa believes that trading errors are a known cost of doing business. Ursa has obvious incentives to avoid trading errors for reputational reasons as well as the fact that Ursa will indirectly suffer the consequences of trading errors through the Incentive

Allocation payable to Ursa. Nevertheless, Investors should assume that trading errors will occur periodically and that each Fund will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Ursa’s personnel.

Item 13. Review of accounts

Review of Accounts Each Funds portfolio is reviewed by Andrew Hahn and Russell Douglas on a regular basis (typically daily) to ensure appropriate exposure and risk levels based on market conditions. On a monthly basis, the Principals review each Fund to determine that investment activities comply with the restrictions of the offering documents and to reconcile positions, valuations, cash, corporate actions, and performance between custodians and Ursa’s books and records.

Reports Each Investor in the Ursa Fund receives the following reports: Monthly: • •

An unaudited estimate of net fund performance A capital statement showing individual Investor returns and activity

Quarterly: •

A letter from Ursa’s managing member.

Yearly: • •

Audited fund financial statements Schedule K-1s for investors in the Fund.

Item 14. Client referrals and other compensation

Ursa does not receive any economic benefit from a person who is not a client for providing investment advice or other advisory services to Ursa’s clients. Ursa does not directly compensate any person for advisory client referrals.

Item 15. Custody

Custody of each Fund’s assets is maintained with a prime broker or other broker (“qualified custodian”). Each Fund is audited annually and Investors in each Fund are sent the audited financial statements within 120 days following the end of such Fund’s fiscal year end. The audit is conducted by a Public Company Accounting Oversight Board (PCAOB) accountant. The General Partner may maintain custody of the Fund’s Digital Assets with Third Party Custodians selected by the General Partner, including the use of multiparty computation custodians, on or within “hot wallets” on exchanges, or “cold wallets”, either through paper or hardware cold storage, and/or on “air-gapped” computers utilized by the Fund.

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To the extent the General Partner maintains custody of any of the Fund’s Digital Assets, the General Partner shall select or generate the private keys that control movement of the Digital Assets.

Though all Ursa Fund assets are maintained at a qualified custodian, Ursa (as General Partner of the Ursa Fund) is deemed to have custody of the Ursa Fund’s assets due to its ability to take control or possession of such assets. Due to this, Ursa is required to report the assets associated with the Fund in ADV Part 1 Item 9. In light of the foregoing, Ursa has implemented the audit procedures described at the beginning of this Item 15 to provide Investors with confirmation of the safekeeping of Fund assets.

Item 16. Investment discretion

Ursa has broad discretion, without limitation, to determine the: • • • •

securities to be bought or sold for the Funds’ account(s); amount of securities to be bought or sold for the Funds’ account(s); broker or dealer to be used for a purchase or sale of securities for the Funds’ account(s); commission rates to be paid to a broker or dealer for the Funds’ securities transaction(s).

Item 17. Voting client securities

Ursa has adopted policies and procedures that address generally the guidelines it expects to follow in the exercise of its voting authority over proxies it receives on behalf of clients. Ursa will vote client proxies in the best interest of its clients. Ursa will consider a number of factors to determine whether exercising the clients’ voting rights as to its securities is in the relevant clients’ best interest, such as whether the securities are being held for a short or long period of time. When voting a proxy, Ursa will generally follow its voting guidelines. Ursa attempts to identify conflicts of interest that may arise in the proxy decision making process.

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If a material conflict of interest over proxy voting arises between Ursa and a client, Ursa will seek to resolve the conflict and vote the proxies in a manner that is in the relevant clients’ collective best interests. Ursa will provide, upon request, a copy of those policies and procedures and/or information concerning its voting record on account proxy matters. Such a request may be made by submitting a written request to Ursa at the address on the cover page of this brochure.

Item 18. Financial information

Ursa does not solicit or require prepayment of more than $1200 per client, six months or more in advance, and has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients. Ursa Fund Management LLC has not been the subject of a bankruptcy petition.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.