Whitebox Advisors LLC

Item 5 – Fees and Compensation

         Whitebox generally receives a management fee (“Management Fee”, as defined below) and
performance-based compensation (“Incentive Compensation”, as defined below) for advisory
services. The description below is intended to provide a summary of the typical compensation received
by the Advisor and is not intended to represent every scenario. Please refer to specific Client
Documentation for details. To the extent there is a conflict between the general descriptions contained
in this brochure and the disclosures in Client Documentation, the terms of the Client Documentation
shall govern.

Private Funds

        Consistent with Client Documentation, Whitebox generally receives a periodic Management
Fee based on assets under management in connection with its advisory services and is, typically,
entitled to receive Incentive Compensation from eligible Clients, which is based on a percentage of
net realized and unrealized profit of the portfolio.

        With respect to Private Funds, the Incentive Compensation, when applicable, is generally
determined for each investor at the end of each calendar year. Subject to Client Documentation, the
Incentive Compensation will generally be equal to percentage amounts up to 20% of net profits
allocated to each investor, subject to, when applicable, a net loss recovery account commonly
referred to as a “high water mark” (pursuant to which a loss allocated to an investor must first be
offset by profits earned in ensuing Incentive Compensation periods).

        The Advisor has entered into placement agent agreements with unaffiliated promoters and
registered broker dealers whereby certain series of interests/classes of shares (as applicable) in
certain Private Funds are referred by such placement agents to its clients. The terms of these
series/classes are generally consistent with the terms set forth in Client Documentation but can
contain different terms including, among others, investment limitations, minimum initial investment
amount, minimum additional investment amount, and Management Fee rates. Placement agents may
charge their own fees to certain clients who become investors in Private Funds.

       Whitebox is not prohibited from rebating, reducing and/or waiving some or all of its
Management Fee and/or Incentive Compensation with regard to any investor or sharing a portion of
the Management Fee and/or Incentive Compensation with a placement agent in connection with a
referred investor. Whitebox generally will rebate, reduce and/or waive some or all of its
Management Fee and/or Incentive Compensation with respect to, but not limited to, current or
former principals, employees, certain affiliates as well as certain Clients.

Whitebox Advisors LLC
Form ADV Part 2A
March 24, 2026                                                                                  Page 5

        With respect to CLOs, Whitebox Capital Management LLC (the “CLO Relying Advisor”) is
compensated for the performance of its obligations as collateral manager through a management fee
which consists of a senior management fee as well as a subordinated management fee. Such fees are
typically payable quarterly in arrears and are calculated and paid by the CLO trustee. In addition,
performance compensation is payable to the CLO Relying Advisor as a percentage of excess cash flow
available after paying liability costs and expenses and achieving a certain IRR for CLO equity,
consistent with Client Documentation. CLO investors and prospective investors should refer to the
relevant Client Documentation for information with respect to the fees associated with any CLO.

        Subject to Client Documentation, Private Funds invest in the CLOs. To the extent a Client
purchases CLO notes or equity of a Whitebox managed CLO, it is expected that Whitebox will reduce
or rebate to the investing Private Fund all or a portion of the management fee that would have been
paid indirectly by the Client to Whitebox as the collateral manager of the CLO.

        Additionally, CLO Relying Advisor has entered into a staff and services agreement with
Whitebox pursuant to which Whitebox provides certain services associated with the management of
CLOs, including access to its full team of research analysts and portfolio managers employed by
Whitebox, office space, back-office services such as loan settlement, legal and compliance services,
and performance of trade executions upon instruction from Whitebox. Such services also include
services provided through one or more of Whitebox’s affiliates. By way of compensation for these
services, Whitebox receives a services fee from the CLO Relying Advisor.

Separately Managed Accounts

        The Advisor does not maintain a standard fee schedule for Separately Managed Accounts;
thus, fees are negotiated on an individual basis and generally include both a Management Fee and
Incentive Compensation.

Additional Expenses

        Each Client is responsible for bearing or reimbursing Whitebox, as the case may be, its
operating and other expenses, to the extent permitted under applicable law and Client
Documentation. These expenses typically include, but are not limited to, the below-listed expenses.
Expenses are further detailed in relevant Client Documentation. In the event of a conflict between
the Client Documentation and the following disclosure, the terms of the Client Documentation shall
govern.

   •   Cost and expenses (including legal fees and expenses) related to the formation, ongoing
       operation and liquidation or wind down of a Private Fund entity and any related alternative
       investment vehicles or special purpose vehicles;
   •   Costs and expenses in connection with purchasing, holding, selling, or exchanging securities
       and other assets (whether or not ultimately consummated), including brokerage fees,
       interest on borrowed money, real or personal property taxes on investments, costs, and
...

Item 7 – Types of Clients

           The Advisor offers and/or provides investment management services for the following
Clients.

Private Funds and Separately Managed Accounts

        Generally, investors in Private Funds must be eligible as “Accredited Investors” as defined as
the Securities Act and must also be “Qualified Purchasers” as defined under the Investment Company
Act or a “knowledgeable employee” as defined under the Investment Company Act.

           Separately Managed Accounts would also be required to meet eligibility requirements.

        Clients subject to Incentive Compensation will also be required to be a “Qualified Client”
within the meaning of the Advisers Act and otherwise eligible as required by applicable law.

       Subject to Client Documentation, minimum initial investment for investors in Private Funds
ranges from $1 million to $10 million. Investors in a CLO must also meet certain eligibility
requirements under the Securities Act and the Investment Company Act. The minimum initial
investment amount for investors in a CLO is generally at least $250,000. Minimum initial investment
amounts for Separately Managed Accounts are subject to negotiation and is often driven by the
requirements of the underlying strategy. Lower investment minimums can be established by the
Advisor or General Partner, in its discretion, unless prohibited by law or otherwise.

         Side Letter Agreements. Private Funds have and will from time to time enter into a side letter
or similar agreement which, subject to applicable law, has the effect of establishing rights under or
altering or supplementing the terms of the Client Documentation with respect to the investors party
to the side letter. For example, when permitted under applicable law, such terms and conditions
could provide for special redemption-related rights (the aggregation of related investor capital in the
calculation of the Withdrawal Fees, and limitations on mandatory withdrawals from a Private Fund);
capacity rights, a reduction or rebate in the management fee or incentive compensation; confirmation
of reporting and notice rights that are generally provided to Private Fund investors; rights to receive
risk aggregation reports from third-parties and additional or more frequent information from
Whitebox regarding the Private Fund’s portfolio; representations and warranties by the General
Partner and Whitebox; and such other rights as negotiated by the Private Fund and such Private Fund
investors. The modifications will, among other things, in the discretion of Whitebox, be based on the
size of the Private Fund investor’s investment in the Private Fund or affiliated investment entity, an
agreement by a Private Fund investor to maintain such investment in the Private Fund for a

Whitebox Advisors LLC
Form ADV Part 2A
March 24, 2026                                                                                Page 10

significant period of time, or other similar commitment by a Private Fund investor to the Private
Fund. Any information or data in any report or notice provided to side letter recipients will generally
be available to any other Private Fund investor upon request, or available from third parties at the
expense of the requesting Private Fund investor.

        Subject to applicable law, the Advisor can create Classes of shares or series of interests in
Private Funds which contain different economics terms or different strategies which could have an
adverse impact on existing investors in such Private Funds.