Clinton Group Inc

FEES AND COMPENSATION

   A. Advisory Fees and Compensation.

               The fees applicable to each Client are set forth in detail in Client's offering
documents or investment management or advisory agreements. A brief summary of such fees
is provided below.

               Management Fees

                The Investment Adviser's management fees generally are determined on
the basis of assets under management, strategy, the type of assets to be managed and the
intensity of the analysis required.

               The Investment Adviser's annual management fee generally ranges between 0
and 200 basis points (0% to 2%) of a Client's assets under management. Management fee
compensation is generally payable in arrears, monthly or quarterly, depending on the type of
Client.
               The Investment Adviser did not receive management any management fees in
2023.

               Performance Compensation

                In addition to management fees, the Investment Adviser or its affiliates
receives performance-based compensation from certain Clients, which generally takes the
form of incentive allocations, incentive fees or carried interest distributions (depending on
the structure of the client relationship) based on the performance of the Client's
investments. However, some Clients have fee structures pursuant to which the Investment
Adviser or its affiliates receive no performance-based compensation. Performance-based
compensation generally ranges from (0% to 30%) of the increase in such Client's (or
applicable Client portfolio's) net asset value and is paid or allocated annually or quarterly
in arrears. In some instances, performance-based compensation is paid or allocated based
on a percentage of the investment performance in excess of a hurdle rate or benchmark,
such as LIBOR, US Treasuries or a generally accepted fixed income index. Typically,
any loss is carried forward from year-to-year so that no performance fee/allocation is
charged unless losses have been recouped.

                The respective offering documents or other governing documents of the
Clients will note the fee/allocation arrangements associated with the different share or
interest classes being offered to investors. The Investment Adviser and its related person's
management fees and performance based compensation are usually not negotiable,
although the General Partner of each Fund has allowed, and may in the future allow,
certain select investors to participate at a reduced rate in some of the Funds. The
Investment Adviser has the discretion to waive all or a portion of an investor's asset-based

or performance-based compensation, and typically does so for investments attributable to
the Investment Adviser, its related persons, George Hall (individually and through
independent corporate entities) and various employees of the Investment Adviser and their
family members.

                The Investment Adviser may direct a Client to invest all or a portion of its
assets in other Funds or accounts managed by the Investment Adviser. As a result,
investors may bear multiple levels of investment management fees (which may include
management fees, incentive fees and/or allocations).

   B. Payment of Fees.

               Fees and compensation paid to the Investment Adviser or its affiliates by the
Clients are generally deducted from the assets of such Client portfolios. As discussed above,
management fees are generally deducted on a monthly or quarterly basis and performance-
based compensation is generally deducted on a quarterly or annual basis depending on the
Client.
               The Investment Adviser did not receive any performance fees in 2023.

   C. Additional Fees and Expenses.

               The Investment Adviser no longer has any clients and does not manage any
Funds or Structured Product Vehicles as of the date of this non-annual ammendment.

               Not applicable.

   D. Additional Compensation and Conflicts of Interest.

              Neither the Investment Adviser nor any of its supervised persons accepts
compensation (e.g., brokerage commissions) for the sale of securities or other investment
products.

TYPES OF CLIENTS

                The Investment Adviser generally provided investment advice to Funds and
Structured Product Vehicles as described above. The Investment Adviser generally imposed
a minimum investment requirement in order make an investment in the Funds or to establish
a Client relationship, which may have varied depending on the Fund or Client.