Shellback Capital LP

FEES AND COMPENSATION

   A. Advisory Fees and Compensation.

              The fees applicable to each Fund are set forth in detail in each Fund’s offering
documents. A brief summary of the fees that we generally offer to investors in the Funds is
provided below.

               Management Fee

                Generally, each Fund pays Shellback a quarterly management fee on the first
day of each fiscal quarter equal to (i) 0.4375% (1.75% per annum), (ii) 0.375% (1.50% per
annum), or (iii) 0.3125% (1.25% per annum) (depending on the class of interests) of each
investor’s capital account for such fiscal quarter.

                The management fees generally will be prorated for any capital contribution or
withdrawal by an investor that is effective other than as of the first day of a quarter. In the
event of a withdrawal by an investor other than as of the last day of a quarter, Shellback will
generally pay the relevant Fund an amount equal to the pro rata portion of the management
fee, based on the actual number of days remaining in such quarter, and that Fund will
distribute such amount to the withdrawing investor. In the sole discretion of Shellback, the
management fee may be waived, reduced or calculated differently with respect to certain
investors, including, without limitation, any principal, employee or affiliate of Shellback, the
General Partner or any family member or friend of such person.

               Incentive Fee

                Generally, at the end of each fiscal year, a Fund will be obligated to pay to
Shellback an incentive fee, in an amount equal to 17.5% or 20% (depending on the class of
interests) of the net appreciation (which includes both realized gains and losses and
unrealized appreciation and depreciation) in the value of an investor’s shares or that is
allocated to an investor’s capital account over or for such fiscal year (after deducting the
applicable management fee), subject to a loss carryforward mechanism.

                In the event that any of the Funds is terminated or an investor withdraws other
than at the end of a fiscal year, then for purposes of determining the incentive fee payable at
such time to the Fund’s Investment Manager, the incentive amounts will be determined as if
such dates were the end of the fiscal year, subject to certain adjustments.

               In the sole discretion of Shellback, the incentive fee may be waived, reduced
or calculated differently with respect to certain investors, including, without limitation, any
principal, employee or affiliate of Shellback, the General Partner or any family member or
friend of such person.

   B. Payment of Fees.

              Fees and compensation paid to Shellback or its affiliates by the Funds are
generally deducted from the assets of the applicable Fund. As discussed above, management

fees are generally deducted on a quarterly basis and incentive fees and allocations are
generally paid or allocated on an annual basis.

   C. Additional Fees and Expenses.

                The offering documents will set forth the additional fees and expenses that are
payable by a Fund or its investors, but the following sets forth a list of the expenses that the
clients generally are expected to bear: the client’s own operating and other expenses,
including, without limitation, the management fee; the incentive fee; investment expenses,
whether or not such investments are consummated (such as brokerage commissions, expenses
relating to short sales, clearing and settlement charges, custodial fees, bank service fees and
interest expenses); third-party professional fees (including, without limitation, expenses of
consultants, investment bankers, attorneys, accountants and other experts) relating to
investments; fees and expenses relating to software tools, programs or other technology
utilized in managing the Funds (including, without limitation, third-party software licensing,
implementation, data management and recovery services and custom development costs);
research and market data (including, without limitation, connectivity hardware incorporated
into the cost of obtaining such research and market data); administrative expenses (including,
without limitation, fees and expenses of the fund administrator); legal expenses; external
accounting and valuation expenses (including, without limitation, the cost of accounting
software packages); audit and tax preparation expenses; costs related to errors and omissions
insurance for the General Partner, the Board of Directors and Shellback; fees of the Board of
Directors; costs of printing and mailing reports and notices; entity-level taxes; corporate
licensing; regulatory expenses (including expenses related to preparing and making
regulatory and compliance filings related with the Funds, but not Shellback, and its
investment activities, such as filing fees and costs of software and systems relating to such
filings); organizational expenses; expenses incurred in connection with the offering and sale
of the Interests (including side letter negotiation) and other similar expenses related to the
Funds (other than any fees payable to any placement agent); indemnification expenses; and
extraordinary expenses.

   D. Additional Compensation and Conflicts of Interest.

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

TYPES OF CLIENTS

                 Shellback provides investment advice to Funds, as described above. To the
extent that Shellback determines, in the future, to provide investment advice to separately
managed accounts for institutional and other investors, this Brochure will be updated to
reflect that fact.