Ghisallo Capital Management LLC

Item 5: Fees and Compensation

      A. Advisory Fees and Compensation.

Ghisallo or one of its affiliates will typically receive compensation from each Client based on a
percentage of assets under management and a percentage of the performance achieved for such
Client. As described below, Ghisallo charges each applicable Client an annual management fee
equal to a percentage of the assets managed by Ghisallo (or comparable fixed fee), and each product
(or in the case of a master/feeder structure, the master fund) makes a performance-based allocation
or pays a performance-based fee, as applicable, equal to a percentage of its net appreciation, subject
to certain limitations further described below. Performance-based allocations and fees are calculated
after deducting certain expenses, including, without limitation, brokerage commissions,
management fees, operational and research costs (as more fully described below).

Ghisallo, or an affiliate, is expected to receive a management fee from the Master Fund, payable in
advance at the beginning of each calendar quarter at a rate of .5% (2.0% per annum) of the net asset
value of assets under its management (equivalent to 1% of the notional value of the Client). The
management fees of the Credit Funds are also payable in advance at the beginning of each calendar
quarter at a rate of .25% (1.0% per annum) of the net asset value of assets under its management.
The management fees of the Clients collectively are referred to as the (the “Management Fee”).

    This represents the aggregate of the notional assets under management as calculated for the Funds as of December
     31, 2025.

Certain affiliates of Ghisallo are generally expected to receive performance-based compensation,
equal to 20% of the net capital appreciation attributable for the Master Fund and 10% for the Credit
Master Fund for the preceding fiscal year. 3 In calculating the annual net capital appreciation of each
Client, prior losses are carried forward subject to loss recovery provisions in the applicable Fund
offering documents and generally must be made up before performance-based compensation is
made. Performance-based compensation is generally assessed at the end of the fiscal year of the
respective Client or upon full or partial withdrawal of an investor’s capital and paid to certain
affiliates of Ghisallo.

If an investor is permitted or required to withdraw or redeem completely or partially from any Client
other than at the end of the fiscal year, generally the performance-based compensation with respect
to such investor for such year will be determined, at the time of withdrawal, with respect to the
portion being withdrawn or redeemed through the applicable withdrawal date.

In general, fees of Clients are not negotiable, although Ghisallo has the discretion to permit certain
investors to invest in each Fund on different fee terms. There are, and may in the future be, different
or negotiated fee schedules and other terms negotiated between Ghisallo and underlying Clients or
Fund investors. In addition, Ghisallo, either directly or through one of its affiliates, has the discretion
to waive all or a portion of the Management Fee and/or performance-based allocations. In general,
the principals, partners and employees of the Ghisallo Group do not pay management fees and are
not subject to performance-based allocations. In addition, affiliates of Ghisallo, partners and
employees (and former partners and former employees) of Ghisallo, immediate family members of
such persons, trusts or other entities primarily for such persons’ benefit or for charitable purposes,
friends and strategic investors may be granted a waiver with respect to the management fees and
the performance-based allocation, at the discretion of Ghisallo or one of its affiliates. Although fund
investors in Funds who are affiliated with Ghisallo do not pay management fees or performance-
based fees, they do pay their pro rata share of private fund clients’ operating costs. In addition,
Ghisallo, the Funds or the General Partner have entered, and may in the future enter, into side letters
or similar written agreements with investors, which have the effect of establishing rights under, or
altering or supplementing the terms of, the relevant governing documents including the
Management Fee or performance-based allocation.

Existing and prospective investors and Clients should refer to their respective offering
memorandum or constituent documents, as applicable, for detailed information with respect to the
fees and expenses associated with each Client, as applicable. The information contained here is a
summary only and is qualified in its entirety by such documents.

       B. Payment of Fees and Incentive Compensation.

Ghisallo will deduct fees from the assets of each Client that corresponds with the fees earned from
the corresponding investor’s capital account. Investors in the Funds will not have the ability to

    It is in the sole discretion of the Investment Manager and the General Partner to waive or enter into other
    arrangements regarding any performance-based compensation.

choose to be billed directly for fees incurred. In the event Ghisallo were to have a managed account,
such Client would be expected to be invoiced for fees earned.

   C. Expenses.

In addition to the fees and compensation described above, each Client bears its own operational
expenses as more fully described in the offering documents of such Client and Investment
Management Agreement of the Clients. Such expenses generally include, but are not limited to,
legal and other organizational expenses including all expenses relating to the initial and ongoing
offer and sale of interests and the negotiation of side letters, operating and other expenses, including,
but not limited to, investment-related expenses (e.g., research-related expenses associated with the
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Item 7: Types of Clients

As described in Item 4 (Advisory Business) above, Ghisallo and/or its affiliate(s) provides
investment advice to its Clients. Investors in the Funds will not be considered clients of Ghisallo.
Such investors may include pension plans, charitable foundations, endowments, fund of funds,
sovereign wealth funds, private funds, investment companies, trusts, family offices, high net worth

    It is in the sole discretion of the Investment Manager and the General Partner to waive or enter into other
    arrangements regarding any performance-based compensation.

individuals and other entities and institutions. Investors in the Funds must meet certain suitability
requirements as set forth in the respective Fund’s offering documents.

Details concerning applicable suitability criteria are set forth in the respective Funds’ offering
and/or operational documents. Each Fund generally has a minimum initial investment requirement.
These thresholds may be waived or otherwise modified at the discretion of Ghisallo or its affiliates.
Each fund investor is required to meet certain suitability qualifications, such as being an “accredited
investor” within the meaning set forth in Regulation D under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and/or a “qualified purchaser” or “knowledgeable employee” as
defined in the Investment Company Act of 1940 (the “’40 Act”), as amended. This brochure is not
an offer to invest in Ghisallo private funds. Any offer to invest in Ghisallo private funds will only
be made through the provision of their confidential offering documents. The Funds are not
registered under the Securities Act or the ’40 Act, as amended.

While Ghisallo currently has no separately managed account clients, Ghisallo may in the future
offer separately managed accounts to potential clients including fund investors that meet certain
financial and/or sophistication requirements, which may include a minimum investment amount
which is individually negotiated or may be based on a strategic relationship with Ghisallo and/or an
affiliate.