Ghisallo Capital Management LLC

A. Methods of Analysis and Investment Strategies. Ghisallo Master Fund’s principal investment objective is to achieve superior risk-adjusted returns through event driven investing that aims to take advantage of dislocations, inefficiencies, and liquidity events in the market. Ghisallo will seek to retain flexibility in executing the investment strategy through investing across asset classes, geographies, and instruments. The Credit Master Fund is expected to seek to generate asymmetric returns by investing capital primarily in structured credit, fixed income securities, loan instruments, and derivatives throughout the capital structure and at a variety of leverage points. In addition to directional investing in structured credit and fixed income, the Fund Group may pursue other strategies, capital structure arbitrage, as well as shortterm trading opportunities. Certain Client portfolios will also include global macro-overlays opportunistically and will attempt to identify opportunities regardless of market direction. The strategies pursued for the Clients at any time may (or may not) include, without limitation: multiasset global macro; long/short equities; investing in commodity and commodity-related industries; high yield, credit and distressed credit; event-driven/special situations investing; and relative value investing. Generally, there are no limitations on the strategies, markets or types of instruments in which the Clients may invest. Ghisallo expects to invest on behalf of its Clients by creating long or short exposure globally in interests commonly referred to as securities, other financial instruments and other assets of U.S. and non-U.S. entities, whether traded on an organized exchange, through “pink sheets”, over-thecounter (“OTC”), or otherwise, including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; bonds, notes and debentures (whether subordinated, convertible, or otherwise); asset backed securities, including, but not limited to commercial real

estate mortgage backed securities and other commercial real estate investments; SPACs; PIPEs; revolving loans; currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including, but not limited to, (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities, (ii) swaps (including credit default swaps), options, swaptions, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mortgage-backed obligations issued or collateralized by U.S. federal agencies (including fixed rate pass-throughs, adjustable rate mortgages, collateralized mortgage obligations, stripped mortgage-backed securities and REMICs); repurchase and reverse repurchase agreements; equipment lease certificates; equipment trust certificates; loans; structured finance instruments; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; insurance, bankruptcy contract, and other claims; executory contracts; participations; mutual funds, exchange traded funds; exchange traded products and similar financial instruments; money market funds; portfolio funds; obligations of the U.S. or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created; in each case, of any natural person, partnership, limited liability company, corporation, unincorporated association, joint venture, trust, state or any other entity or any governmental agency or political subdivision thereof, whether or not publicly traded or readily marketable (collectively, “Financial Instruments”). Certain Financial Instruments in which Clients invest may be thinly traded, illiquid and/or privately placed. There are neither formal diversification nor concentration limits for Client portfolios, nor any limitations on position size or leverage. As a result, Client investments may not be diversified and, therefore, should be viewed as carrying an unusually high level of risk. Clients may co-invest with third parties through joint ventures or otherwise. Such investments may involve risks in connection with such third-party involvement. See Item 10 (Other Financial Industry Activities and Affiliations) below for additional details on co-investment activities. Ghisallo has broad and unfettered investment authority depending on the Client, and may trade in any type of security, issuer or group of related issuers, country, region and sector that it believes will help each Client achieve its investment objective, subject to any negotiated terms. Additionally, the strategies that Ghisallo may pursue for Clients are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. Ghisallo generally has broad latitude with respect to the management of each Client’s risk parameters. Ghisallo will opportunistically implement whatever strategies, risk management techniques and discretionary approaches, as well as other investment tactics, it believes from time to time may be suited to prevailing market conditions. Ghisallo may utilize such leverage, position size, duration and other portfolio management techniques it believes are appropriate for Clients. Prospective investors must recognize that in investing, they are placing their capital indirectly under the full discretionary management of Ghisallo and authorizing Ghisallo indirectly to trade using whatever strategies in such manner as Ghisallo may determine. Any of these new investment strategies, techniques, discretionary approaches and investment tactics may not be thoroughly tested before being employed and may have operational or other shortcomings which could result in unsuccessful investments and, ultimately, losses to the Clients.

Clients generally will not be informed of any changes in Ghisallo’s strategies, techniques, discretionary approach and tactics. There can be no assurance that Ghisallo will be successful in applying its approach and there is material risk that a Client may suffer significant impairment or total loss of its capital. Investing in securities including listed equities, derivatives, fixed income securities, commodity interests, and Financial Instruments involves a risk of loss that investors should be prepared to bear. Investors should be aware that they will be required to bear the financial risks of an investment in any Fund for a substantial period. An investment in one or more products is suitable only for sophisticated investors who fully understand and are willing to assume the risks involved in the investment program of the relevant Client(s), including, without limitation, the risks that Ghisallo may not achieve its investment objectives and that investors may lose all or part of their investment. An investment with Ghisallo is not a complete investment program and should represent no more than a portion of a fund’s investors or a Client’s portfolio management strategy. The following risk factors do not claim to be a complete enumeration or explanation of the risks involved in an investment with Ghisallo. B. Material, Significant or Unusual Risks Relating to Investment Strategies. Relationship among Investment Manager’s Clients. The terms of Clients (other than the Funds) in some cases, currently are, or may in the future be, individually negotiated and provide better terms than those offered to investors in the Funds or other Clients, including, but not limited to, lower management and performance-based compensation, different liquidity, leverage, expenses, loss carry forward, high water mark, liability, indemnity, risk and/or compliance restrictions, tax reporting, co-investment, most favored nation and information rights (including better transparency with respect to the holdings of each Client) relative to other investors. In addition, the terms and conditions of Clients, in some cases, include and may in the future include: (i) greater information than is provided to another Client’s investors (such as transparency with respect to the portfolio if not during the notice period in a given quarter), (ii) different or more favorable redemption rights such as more frequent redemptions or shorter redemption notice periods than the other Funds, (iii) different fee and allocation terms than the other Clients, (iv) more favorable transfer rights than the other Clients (v) risk, tax or other reporting and/or (vi) different portfolios than the other Funds. Loss of Investment. Investments are exposed to the risk of the loss of capital. The prices of the Financial Instruments in which each Client invests may be volatile and market movements, as they relate to such Financial Instruments, are difficult to predict. No guarantee or representation is made that such Client’s investment strategy will be successful. In addition, each Client is expected to use investment techniques such as leverage, short sales, uncovered option transactions, forward transactions, futures and options on futures transactions, foreign currency transactions, securities lending and a highly concentrated portfolio with respect to the Financial Instruments, among others, which could under certain circumstances magnify the impact of any adverse market or investment developments.

An investment in any fund or through a managed account should not in itself be considered a balanced investment program but rather is intended to provide diversification in a more complete investment portfolio. Investors should be able to withstand the loss of their entire investment, as there can be no assurance that the investments made by any fund or through a managed account will increase in value or that a Client or investing through a managed account will not incur significant losses. Flexible Investment Approach. Ghisallo has generally broad and unfettered investment authority, and may trade in any type of security, issuer or group of related issuers, country, region and sector that it believes will help each Client achieve its investment objective, subject to any negotiated investment restrictions for a Client. Additionally, the strategies that an Investment Manager may pursue for its Clients are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. Ghisallo has generally broad latitude with respect to the management of each Client’s risk parameters. Clients are subject neither to formal diversification policies limiting each Client’s portfolio investments nor to formal leverage policies limiting the leverage to be used by any Fund. This may vary for any Client depending on the negotiated terms of such account. Ghisallo will opportunistically implement whatever strategies, risk management techniques and discretionary approaches, as well as such other investment tactics, as it believes from time to time may be suited to prevailing market conditions. Ghisallo may utilize such leverage, position size, duration and other portfolio management techniques (such as taking a more active or engaged role with respect to certain investments) as it believes are appropriate for each Client (unless subject to a restriction). Prospective investors must recognize that by investing in any fund or through a managed account, they are placing their capital indirectly under the full discretionary management of the applicable Investment Manager and authorizing such Investment Manager indirectly to trade for such fund or account using whatever strategies in such manner as Ghisallo determines. Any of these new investment strategies, techniques, discretionary approaches and investment tactics may not be thoroughly tested before being employed and may have operational or other shortcomings which could result in unsuccessful investments and, ultimately, losses to each Client. In addition, any new investment strategy, technique and tactic developed by a Client (or any such strategy, technique or tactic pursued by a Client, but not fully described herein) may be more speculative than earlier investment strategies, techniques and tactics and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in such Client. Investors generally will not be informed of any changes in Ghisallo’s strategies, techniques, discretionary approach and tactics. There can be no assurance that Ghisallo will be successful in applying its approach and there is a material risk that an investor may suffer significant impairment or total loss of its capital. Concentration of Investments. Clients are not limited as to the amount of capital or exposure which may be committed to any one issuer, industry, sector, strategy, country or geographic region. In fact, each Fund’s portfolio, at times, may be highly concentrated. Each Client’s investment technique of concentrating investment positions increases the volatility of investment results over time and creates the potential that a loss in any such position could have a material adverse impact on such Client’s Financial Instruments. While this would likely apply to other Clients as well, it may vary for any Client depending on the negotiated terms of such account.

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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.

Item 7: Types of Clients

Item 8: Methods of Analysis, Investment Strategies and Risk of Loss

Item 9: Disciplinary Information

Item 10: Other Financial Industry Activities and Affiliations

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Item 12: Brokerage Practices

Item 13: Review of Account

Item 14: Client Referrals and Other Compensation

Item 15: Custody

Item 16: Investment Discretion

Item 17: Voting Client Securities

Item 18: Financial Information

Item 4: Advisory Business A. General Description of Advisory Firm. Ghisallo is an investment advisory firm organized in March 2020 under the laws of the State of Delaware. The firm provides discretionary investment advisory services to clients that currently includes commingled funds and other vehicles (collectively, the “Clients”). Ghisallo is controlled by Mr. Michael Germino. B. Description of Advisory Services. Ghisallo manages assets for various clients, including, but not limited to, the following commingled funds and other vehicles 1: •

Ghisallo Master Fund LP, a Cayman Island exempted limited partnership (“Master Fund”), Ghisallo Partners LP, a Delaware limited partnership (the “Onshore Feeder”), and Ghisallo International Fund Ltd (the “Offshore Feeder” and collectively with the Master Fund and Onshore Feeder, the “GMF Funds”), a Cayman Islands exempted limited company;

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Ghisallo Credit Opportunity Master Fund LP, a Cayman Island exempted limited partnership (the “Credit Master Fund”), Ghisallo Credit Opportunity Partners LP, a Delaware limited partnership (the “Onshore Credit Feeder”), and Ghisallo Credit Opportunity International Partners LP (the “Offshore Credit Feeder” and together with the Credit Master Fund and the Onshore Credit Feeder, the “Credit Funds”), a Cayman Islands exempted limited partnership; and each of the GMF Funds, the Credit Funds is herein referred to as a “Fund”, and collectively as the “Funds” or the “Fund Group”).

Ghisallo Credit Opportunity Capital Management LLC (the “Credit IM”) is a relying adviser of the Investment Manager and is the investment manager of the Credit Master Fund and the Credit Master SPV. References to "Ghisallo” herein means the Investment Manager, the Credit IM, and/or their affiliates, as applicable in each case. Ghisallo Master Fund General Partner LP (“General Partner”) is the general partner of Ghisallo Partners LP and Ghisallo Master Fund LP. Ghisallo Credit Opportunity Fund General Partner LP (the “Credit General Partner”) is the general partner of Ghisallo Credit Opportunity Partners LP, Ghisallo Credit Opportunity International Partners LP, and Ghisallo Credit Opportunity Master Fund LP. Ghisallo (collectively with the General Partner, the Credit General Partner, and their respective affiliates, the “Ghisallo Group”), in addition to providing investment management, also provides certain administrative services to Clients.

In addition to its current and future commingled structures, Ghisallo may in the future manage or sub-advise separate dedicated bespoke vehicles, single trading subsidiaries and/or managed accounts.

Ghisallo applies a multidisciplinary approach to investing and may pursue multiple investment strategies including, without limitation: multi-asset global macro; long/short equities; investing in commodity and commodity-related industries; high yield, credit and distressed credit; eventdriven/special situations investing; and relative value investing. The Master Fund’s investment objective is to achieve superior risk-adjusted returns through event driven and credit investing that aims to take advantage of dislocations, inefficiencies, and liquidity events in the market. Ghisallo will seek to retain flexibility in executing the investment strategy through investing across asset classes, geographies, and instruments. The Credit Master Fund seeks to generate asymmetric returns by investing capital primarily in structured credit, fixed income securities, loan instruments, and derivatives, throughout the capital structure and at a variety of leverage points. In addition to directional investing in structured credit and fixed income, the Fund Group may pursue other strategies, capital structure arbitrage, as well as short-term trading opportunities. Some Client portfolios will also include global macro-overlays opportunistically, as applicable, and will attempt to identify opportunities regardless of market direction. In some cases, there are no limitations on the markets or types of instruments in which Ghisallo may pursue investments. Ghisallo, in its discretion, utilizes the services of affiliates to provide certain non-binding research (i.e., it has no authority to bind the Fund Group (as defined below) or make investment decisions), trade execution, sub-advisory discretion in some cases, accounting, operational and infrastructure support services to Ghisallo. Ghisallo’s investment strategies are more fully described in the offering documents for each Fund and will be available in the offering documents or agreements for any other current or future Client. See Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) below for a more detailed description of the investment strategies pursued and types of investments made by Ghisallo. The descriptions set forth in this Brochure of specific advisory services that Ghisallo offers to Clients, investment strategies pursued, and investments made by Ghisallo on behalf of its Clients, should not be understood to limit in any way Ghisallo’s investment activities. Ghisallo may offer advisory services, engage in any investment strategy and make any investment, even if not described in this Brochure, that Ghisallo considers appropriate, subject to each Client’s investment objectives and guidelines. Not all the strategies described in this Brochure may be used at the same time or in the same proportions, and Ghisallo may add, suspend, eliminate or modify investment strategies at its discretion. The investment strategies Ghisallo pursues are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. C. Availability of Tailored Services for Clients. As mentioned above, Ghisallo’s investment advice is subject to the investment objective and guidelines of each Client, as set forth in the offering documents and/or constituent documents of such Client, as applicable. With respect to the Funds, Ghisallo’s advice is not subject to modification by investors, other than certain investors who currently have and may in the future have more favorable rights not afforded to other investors such as (i) greater information than may be provided to other investors, including greater transparency into a Client’s portfolio; (ii) different liquidity

rights; (iii) different fee and/or allocation terms; (iv) different transfer rights; (v) risk, tax or other reporting and/or (vi) different portfolios. The terms of Clients (other than the Funds) in some cases, currently are, or may in the future be, individually negotiated and provide better terms than those offered to investors in the Funds, including, but not limited to, lower management and performance-based compensation, different liquidity, leverage, expenses, loss carry forward, high water mark, liability, indemnity, risk and/or compliance restrictions, tax reporting, co-investment, most favored nation and information rights (including better transparency with respect to the holdings of each Client) relative to other investors. Some Clients have overlapping strategies to other Clients, and some do not and may not in the future. D. Wrap Fee Programs. Ghisallo does not participate in wrap fee arrangements. E. Assets under Management. As of December 31, 2025 2, Ghisallo had approximately $6.2 billion in assets under management. 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 performancebased 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.

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A. Broker-Dealer Registration Status. Neither Ghisallo nor any of its management persons are registered, or have an application pending to register, as a broker/dealer or a registered representative of a broker-dealer. B. Material Relationships or Arrangements with Other Industry Participants. Ghisallo, has delegated certain trade execution responsibilities to its affiliate the “UK Advisor” and certain trade execution and discretionary portfolio responsibilities to its affiliate the “HK Manager”. Ghisallo’s affiliates, and their principals and employees, may from time-to-time purchase interests in a Fund, and investments by such parties generally are not subject to the management fees or performance-based allocation or fees described in Item 5 (Fees and Compensation) above. In addition, Ghisallo has entered (and may in the future enter into) into investment management agreements (or service agreements, as applicable) with Clients. The material terms of the investment management agreements are fully disclosed to all investors in each Client prior to their investment. C. Conflicts of Interest. From time to time, Ghisallo may in the future offer, in its sole discretion, co-investment opportunities alongside the clients to third parties, employees of Ghisallo, certain fund investors and/or clients; however because this may depend on timing, tax, size, confidentiality or other considerations, only certain third parties, employees of Ghisallo, fund investors and/or clients of the Ghisallo Group may be offered such opportunities. Co-investment opportunities may be made available through limited partnerships, limited liability companies, other entities formed to make

such investments, or otherwise. Ghisallo may (or may not) earn asset-based fees and/or performance-based compensation (which may or may not be different than the fees and/or compensation charged to Clients) in respect of such co-investments. Based on the compensation structure or composition of investors participating in such co-investment opportunities, Ghisallo may be biased when determining the capacity of the Clients or fund investors with respect to certain investments. Certain affiliated investors will have the right to participate in certain co-investment opportunities generated by Ghisallo. Additionally, offering co-investment opportunities may introduce certain other conflicts such as those regarding the allocation of co-investment expenses. As noted above in Item 4 (Advisory Business), an affiliate of Ghisallo serves as the General Partner to the Funds. Ghisallo MGP LLC, which is controlled by Mr. Germino, is the general partner of Ghisallo Master Fund General Partner LP. The General Partner of Ghisallo’s Funds has appointed an “Independent Representative Committee” for the Master Fund, and a majority of the committee is anticipated to be unaffiliated with the General Partner. Ghisallo Clients do not have independent management or governance. Also, while a majority of Ghisallo offshore Clients’ directors are independent, Ghisallo, or an affiliate, hires and retains those directors. Although this arrangement may give Ghisallo heightened control and discretion over Clients, Ghisallo seeks to manage any potential conflicts of interest by strictly adhering to the investment strategy and investment allocation policy discussed in the Fund offering documents. Ghisallo GP LLC serves as the general partner of the Ghisallo Group LP and is ultimately owned and controlled by Mr. Germino. Ghisallo Group LP, which is the sole member of Ghisallo, is ultimately owned and controlled by Mr. Germino. In addition, individuals performing services for the Ghisallo Group (and their family members) may (i) directly or through investments in other investment funds or otherwise, have personal or other interests in the securities in which a Client invests as well as interests in investments in which a Client does not invest, and (ii) have personal or business relationships with brokers, service providers, Fund investors, corporate management, directors or other parties with whom Ghisallo or the Clients themselves have relationships. As a result, the Ghisallo Group may have conflicts of interest between the Clients and other entities, in allocating investments among the Clients and other entities, and in effecting transactions, evaluating investments or potential investments, or retaining or evaluating services for Clients and other entities, including ones in which individuals performing services for the Ghisallo Group (and their family members) may be employed or have a greater financial interest. Although Ghisallo will seek to limit any such conflicts and will act in a manner that is in accordance with their fiduciary duties to the Clients, these potential conflicts of interest may have an impact on an employee's ability to perform his responsibilities on behalf of a Client. When Ghisallo trades on behalf of one Ghisallo Fund ahead of, or contemporaneously with an investment on behalf of another Ghisallo Fund, market impact, liquidity constraints or other factors could result in one Ghisallo Fund receiving less favorable pricing or trading results, paying higher transaction costs or otherwise being disadvantaged. Ghisallo may also pursue or enforce on behalf of one Ghisallo Fund rights or actions with respect to a particular issuer in which another Ghisallo Fund is invested, even though such action or inaction could materially adversely affect such other Ghisallo Fund. The liquidation of one Ghisallo Fund may impact other Ghisallo Funds, for example, if the liquidating Ghisallo Client liquidates a position that other Ghisallo Clients continue to hold, particularly if the sale takes Ghisallo’s aggregate Ghisallo Clients’ holdings from a majority

position to a minority position, or below another control or influential position level. Also, the investment or regulatory limitations of one Ghisallo Fund may impact the way Ghisallo manages certain investments for other Ghisallo Funds. In addition, in certain cases, an investor in a commingled Ghisallo Fund may have specific investment limitations which may impact Ghisallo’s investment decisions for such Ghisallo Fund as whole. Certain Clients may have investment objectives, programs, strategies and positions that are similar to those of other Clients, while others may conflict with, or may compete with, or have interests adverse to other Clients. The portfolio strategies employed by the Ghisallo Group for Clients could conflict with the transactions and strategies employed by the Ghisallo Group in managing other Client’s portfolios and may affect the prices and availability of the securities and instruments in which Clients invest. Conversely, participation in specific investment opportunities may be appropriate, at times, for Clients. Ghisallo does not typically recommend or select other investment advisers for its Clients or investors in a Client. Ghisallo reviews any relationships in which Ghisallo’s principals, partners and employees have with investors in, and service providers to, a Client to identify and address any potential conflicts of interests.

Trading A. Code of Ethics. Ghisallo’s Code of Ethics (the “Code”) and related policies and procedures have been designed to comply with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and is applicable to all Ghisallo employees. Ghisallo’s Code is available for review upon request to Clients by contacting Ghisallo at the address or telephone number listed on the Cover Page of this document. Policies on Insider Trading. •

Because of its various activities, Ghisallo may become privy to material non-public information and be restricted from effecting transactions in investments that might otherwise have been initiated. Ghisallo has designed and implemented policies in order to prevent the improper use of material non-public information (the “Insider Trading Policies”). Ghisallo’s Insider Trading Policies prohibit Ghisallo and its personnel from (i) trading either personally or on behalf of a Client, or recommending trading, in securities of a company while in possession of material non-public information in violation of the law and (ii) communicating material non-public information to others in violation of the law. Additionally, Ghisallo personnel are required to promptly inform the Chief Compliance Officer (“CCO”) if they encounter material non-public information. The CCO will then take steps, as appropriate, to prevent dissemination of material non-public information and to restrict the trading in the security by Ghisallo and its personnel.

Each person covered by the Insider Trading Policies must acknowledge at the time of hire and on at least an annual basis thereafter that they understand and agree to adhere to the Insider Trading Policies. Personal Account Trading. •

Subject to certain limited exceptions, and given the broad investment mandates of its Clients, Ghisallo generally does not allow its employees or their immediate family or household members to conduct personal securities transactions to avoid conflicts of interest resulting from personal trading activities. The limited exceptions to Ghisallo’s trading restrictions fall into two categories. The first exception is for certain instruments, the purchase or sale of which is permitted without preapproval; these instruments are: open-end mutual funds, money market instruments, obligations issued or guaranteed by the U.S. government, investment grade municipal bonds, senior unsecured agency instruments from Fannie Mae and/or Freddie Mac, and ETFs whose net asset value exceeds a pre-approved threshold. The second exception is for certain types of transactions that may be permitted, but only after pre-approval from the CCO. Transactions requiring pre-approval are investments in private funds; purchase of securities in private companies (i.e., entities whose securities are not publicly traded) or loans to such companies; and sales of securities held by an employee at the time they began employment at Ghisallo. For any transaction approved by the CCO, employees are bound by a holding period for certain security types. The CCO will analyze the request for approval to determine whether the transaction is appropriate considering Ghisallo’s fiduciary duty to its Clients. To supervise compliance with the Code, Ghisallo requires all employees to report their personal securities holdings and transaction activities to the CCO. Employees must submit these quarterly and must provide a representation that the submitted statements represent all relevant external accounts and that all trading activity complies with Ghisallo’s policies. The CCO or designee monitors and reviews all employee personal securities transactions to detect potential abuses and to ensure compliance with Ghisallo’s personal securities transactions policies and procedures. Political Contributions.

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Ghisallo maintains policies and procedures to govern, monitor and place limitations on the political contributions made by its employees and affiliates to comply with the Advisers Act and local laws and regulations. Gifts and Entertainment.

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Ghisallo maintains policies and procedures intended to prevent employees from being unduly influenced in their decisions by the receipt of gifts or other inducements from third parties, such as trading counterparties, vendors and investors. To do so, Ghisallo’s Code requires the preclearance of gifts and entertainment above certain values. Outside Business Activities.

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Any outside business activity of an employee is subject to approval by Ghisallo. For example, an employee may not serve as an officer or director of a public or private company without obtaining the requisite preapproval. In granting approval, Ghisallo will consider whether any outside business activity conflicts, may conflict, or give the appearance of a conflict with the business of Ghisallo or a Client. Cross Trades and Principal Transactions.

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From time to time, Ghisallo may decide to direct Clients to conduct cross trades, whereby the buyer and the seller of a particular security are Clients managed by the Ghisallo Group including Clients of Ghisallo. Ghisallo, or an affiliate, would generally be expected to utilize cross trades in its discretion to rebalance Client portfolios (if applicable) so positions held in the same strategy are held in substantially similar proportions across the individual Clients that invest in such strategy. Rebalancing is typically done to rebalance in connection with capital movements in and out of each individual client which may have caused position sizes across parallel Clients (as a percentage of net asset value). Cross trades may also be effected when an independent portfolio management decision has been made to decrease one Client’s exposure to a certain security and increase another Client’s exposure to the same security. Such decisions may be motivated by several reasons, including but not limited to, different projected return thresholds, different risk parameters, investment horizons, tax or liquidity reasons. Cross transactions may be made with or without the services of a broker-dealer. Cross trades for securities (other than options and futures) that are custodied at a prime broker are effected as journal transactions between Clients at the prior day’s closing price and no commissions or fees are paid to any third party. Cross trades for positions held on swap or otherwise not custodied at a prime broker (e.g., bank debt) are typically done at the prior day’s closing prices and are effected by the relevant counterparty. Trades for futures and options are typically executed in the market and are subject to market risk and standard brokerage and transaction costs, although it is possible that rebalances off market may occur if permitted by the relevant exchange. It is generally expected that cross-trades will only be executed for assets where independent quotes or valuations can be obtained. To the extent that any such cross-trades may be viewed as a principal transaction due to the ownership interest in a Client by personnel or entities affiliated with Ghisallo, Ghisallo will comply with the requirements of Section 206(3) of the Advisers Act.

B. Securities in which Ghisallo has a Material Financial Interest.

Ghisallo’s personal trading policy has been designed to reduce the potential for conflicts that may arise in connection with employee personal trading activities and therefore employees are only allowed to trade on a limited basis. However, Ghisallo recognizes that certain situations may exist where employee legacy investment holdings, such as equity securities, may overlap with the securities that are recommended to Clients. Since an employee is limited to only selling or reducing their legacy holdings, such personal transaction may differ from, or be contrary to, the investment activities of Ghisallo Clients (e.g., an employee sells while a Ghisallo Client is building a position in the same security). Ghisallo seeks to mitigate this conflict by requiring all employees to receive written approval prior to engaging in such personal trading activities. The CCO or designee is responsible for approving all employee transaction requests and will compare such requests against Client trading activities prior to granting approval. On an on-going basis, the CCO or designee will conduct periodic reviews of employee trading activities and provide compliance training to ensure that employees abide by Ghisallo’s personal trading policy and do not engage in any conflicting or prohibited transactions. C. Investing in Securities Recommended to Clients. Given the restrictive nature of Ghisallo’s personal trading policies, as described above, Ghisallo believes that it has developed and implemented reasonably designed policies and procedures to avoid conflicts of interest and to ensure that Ghisallo and its employees act in a manner consistent with its fiduciary obligations. D. Contemporaneous Trading. Given the potential conflicts associated with employees trading contemporaneously with Ghisallo’s Client trading activity, Ghisallo has implemented a pre-clearance process to ensure that the limited employee trading allowed by Ghisallo does not conflict with Client investment activities. E. Allocation of Investment Opportunities. Ghisallo intends to allocate any investment opportunities among Clients, future managed accounts or investment vehicles managed pari passu, and in a manner determined by Ghisallo to be fair and equitable. However, there can be no assurance that Ghisallo will be able to do so because of the allocations of investment opportunities based on notional allocations, net asset values, or certain circumstances. Furthermore, such factors may cause differences in allocations among the Clients, other future managed accounts or investments managed by Ghisallo. Clients will at times have lower proportions of unencumbered cash than other Clients because of the Client’s trade allocations. A determination as to whether a particular investment opportunity is appropriate for a particular fund or account will consider factors that Ghisallo determine in good faith to be relevant. Investment opportunities appropriate for more than one fund or account will generally be allocated pro rata based on the relative amount of capital available (e.g., a notional or net asset value), in each instance after taking into account factors deemed appropriate or relevant by the Ghisallo Group, including, without limitation, (i) the investment focus, objectives, guidelines or restrictions of such fund or account (including differing risk, liquidity, leverage (which, generally, will be measured with respect to the notional value of applicable Clients), futures positions parameters and differing regulatory and compliance requirements, including restricted lists and “target allocations”); (ii) the

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A. Selection of Broker-Dealers. Ghisallo has discretionary authority to determine what securities are bought or sold for its Clients, as well as, with respect to the Funds, the broker-dealer(s) that will affect those transactions. Ghisallo has engaged certain financial institutions to serve as prime brokers (the “Prime Brokers”) to the Funds. The Prime Brokers will serve certain administrative functions including the issuance of broker account statements and recordkeeping on all custody transactions. Selection Criteria. In addition to the Prime Brokers, Ghisallo is authorized to select the broker or dealer to be used for each Client’s securities transaction. Ghisallo may be subject to conflicts relating to its selection of brokers, dealers and counterparties on behalf of Clients. Ghisallo will direct trades for execution with broker-dealers on the basis of seeking best execution and in consideration of relevant factors, including, but not limited to, listed bids and asks, the opportunity for price improvement, transaction costs, anonymity, liquidity, speed of execution, quality of research, expertise with difficult securities, trading style and strategy, geographic location, frequency of errors, access to new issues, commission rates, reliability, financial responsibility, strength of the broker and the ability of the

broker to execute transactions efficiently, the broker’s facilities, and the broker’s provision or payment of the costs of brokerage and research services that are of benefit to the Clients. Ghisallo need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Neither the Ghisallo Group, nor Ghisallo receive any commissions generated by a Client trading activities. If Ghisallo concludes that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the quality of services rendered by such broker or dealer (including, without limitation, the value of the brokerage and research products or services provided by such broker or dealer), Ghisallo’s Clients may pay commissions to or be subject to spreads applied by such broker dealer in an amount greater than the amount another broker-dealer might charge or apply. In addition, Prime Brokers may provide other services that are beneficial to the Ghisallo Group, but not necessarily beneficial to the Clients, including, without limitation, consulting with respect to technology, operations or equipment, capital introduction programs, and other services or items. Such services and items may influence Ghisallo’s selection of Prime Brokers. Ghisallo maintains policies and procedures to review the quality of executions, including periodic review by its investment professionals. Ghisallo does not recommend, request or require that a Client direct Ghisallo to execute transactions through a specified broker-dealer. Research and Other Soft Dollar Benefits. Soft dollar items may be provided directly by broker dealers, by third parties at the direction of broker dealers or purchased on behalf of Clients with credits or rebates provided by broker dealers. The use of commissions or “soft dollars” generated by any Client through commissions to pay for brokerage and research-related products or services, will fall within the safe harbor created by Section 28(e) of the Exchange Act (“Section 28(e)”). “Soft dollar” research-related goods and services (collectively, “soft dollar items”) used by Ghisallo in making investment decisions are anticipated to include, but are not limited to, research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, certain research services, and other goods and services providing lawful and appropriate assistance in the performance of investment decision making responsibilities on behalf of Ghisallo’s Clients. In addition, such research services may include invitations to attend conferences or meetings with management teams, security analysts, industry consultants and economists. To the extent that “soft dollar” arrangements are used, Clients will likely pay commissions to a broker in an amount greater than the amount another broker might charge in recognition of the value of the brokerage and research services provided by the broker-dealer. Ghisallo’s receipt of soft dollar benefits presents a potential conflict of interest because Ghisallo is effectively using client assets to pay for research or brokerage that we might be able to generate internally or would otherwise have to purchase. This conflict of interest could motivate Ghisallo or the Ghisallo Group to allocate trades to research providers, even if those providers were not offering the best available execution. Since research services are often bundled and Clients have different investment objectives, a Client that does or does not pay a portion

of research or brokerage expenses directly or through soft dollars will not always benefit proportionally from services paid or not paid for by the Client or Ghisallo. Periodically, Ghisallo considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon and attempts to allocate a portion of the brokerage business of its Clients based on that consideration. Specifically, Ghisallo utilizes “soft dollars” through Client Commission Arrangements or Commission Sharing Arrangements (collectively “CSA”) to obtain research that falls within Section 28(e) of the Exchange Act’s safe harbor. Under these types of arrangements, Ghisallo or an affiliate, requests that executing brokers allocate a portion of total commissions paid to a pool of “credits” maintained by the broker that can be used to obtain research. After accumulating a number of credits within the pool, Ghisallo, or an affiliate, subsequently directs that those credits be used to pay appropriate parties in return for eligible research. The research obtained by Ghisallo or affiliates in connection with Client commission credits is not used exclusively for the Client generating the brokerage credit. Clients generate CSA credits as part of their trading activities and at times may have material balances of CSA credits. Brokerage, research and/or research-related expenses (whether they are otherwise to be paid by Ghisallo or a Client) will be paid for using soft dollars generated by its Clients. For example, if multiple Clients receive benefits from the use of a research provider and therefore are responsible for some or all costs, Ghisallo or an affiliate will allocate the cost using the corresponding Client CSA credits among all entities, Clients that benefit from the research provider. The benefit assessment will be performed by Ghisallo, and the shared allocation will be set in a fair and equitable manner as determined by Ghisallo in its sole discretion. Ghisallo has also designed policies and procedures to mitigate the conflicts associated with the usage of soft dollars. B. Order Aggregation. If Ghisallo or the Ghisallo Group determines that the purchase or sale of a security is appropriate with regard to multiple Clients, Ghisallo may, but is not obligated to purchase or sell such security on behalf of such Clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. If any order is not filled at the same price, it may be allocated on an average price basis or by another method deemed fair and equitable by Ghisallo. Participating accounts may also receive a pro rata portion of block executions, or receive the average price associated with a Ghisallo aggregated order. Ghisallo is expected to typically allocate partially filled orders pro rata based on the size of each participating Client’s initial order. However, Ghisallo may deviate from the general allocation policy to avoid de minimus position sizes, or in other circumstances if Ghisallo determines that a deviation is fair to all affected Clients. Instances in which Client orders may not be aggregated include, but are not limited to, the following: (1) Ghisallo determines that the aggregation is not appropriate because of market conditions or appetite is significantly disparate among accounts; (2) Situations where Ghisallo must effect the transactions at different times or prices, making aggregation unfeasible; and (3) A determination is made by Ghisallo not to aggregate orders because of tax, legal, regulatory or administrative reasons. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Ghisallo. As a result, certain trades in the same security for one Client (including a Client in which Ghisallo and its personnel may have a direct or indirect interest) may receive either more or less favorable prices or terms than another Client, and orders

placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. At times when the appetite is significantly disparate among accounts eligible for aggregation, Ghisallo may present distinct orders (i.e., for “large” appetite accounts and “small” appetite accounts) to ensure the accounts with the larger appetite do not cause a significant delay in execution for the account(s) with the smaller appetite. The disparate appetite assessment will be performed by Ghisallo at such times identified by Ghisallo in its sole discretion. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Such considerations may also result in allocations among the Clients on other than a pari passu basis. C. Liability for Trade Errors. On occasion, trades may be executed on behalf of Clients that are inconsistent with the trading instructions of a portfolio manager or are the result of some other error in the trading process. Given the volume of transactions executed by Ghisallo and its affiliates on behalf of a Client, investors should assume that trading errors (and similar errors) will occur and that a Client will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Ghisallo. Ghisallo may be biased when determining whether losses resulting from a trading error will be borne by a Client. Generally, in determining whether Ghisallo was grossly negligent, Ghisallo will evaluate and consider, among other things, the adequacy of the supervisory procedures in place to prevent such errors from recurring with any frequency. To the extent a trade error is caused by a third party, such as a broker, Ghisallo will determine, in its sole discretion, whether to seek to recover any losses associated with the trade error from such third party; however, Ghisallo will not be liable for such losses if it does not seek to recover such losses from such broker. Ghisallo will not use soft dollars or the commitments of future brokerage business to compensate any broker-dealer for absorbing the cost of a trade error. It is possible that in certain limited circumstances, Ghisallo may elect to voluntarily reimburse a Client for losses suffered because of certain trading errors it identifies. However, notwithstanding the previous sentence, investors should not carry the expectation that a reimbursement will ever take place, and, in evaluating a Client, no decisions should be made in reliance on any such reimbursements to a Client for losses suffered because of such trading errors. Any decision to reimburse is not precedential and should not create the expectation of any reimbursement in the future.

Ghisallo does not have any arrangements in place to compensate anyone or be compensated for the referral of investors. As noted above in Item 12, from time to time, Ghisallo may pay a broker-dealer commissions for effecting transactions exceeding that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Ghisallo will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act. When Ghisallo uses client brokerage commissions to obtain research or other products or services, Ghisallo receives a benefit because it does not have to produce or pay for such products or services and therefore may have an incentive to select or recommend a broker-dealer based on Ghisallo's interest in receiving research or other products or services, rather than on its Funds' interest in receiving most favorable execution. Ghisallo addresses the potential conflicts of interest in connection with its brokerage practices through its best execution review process described in Item 12 above. With respect to the selection criteria for Prime Brokers identified above in Item 12 (Brokerage Practices), Ghisallo may have access to certain services that may influence Ghisallo’s decision to engage certain of its Prime Brokers. Specifically, these Prime Brokers may provide Ghisallo or an affiliate with access to their respective capital introduction services. While this presents a conflict and may be considered indirect payment for referrals, Ghisallo’s decision to engage its prime brokers, as noted above in Item 12 (Brokerage Practices), will be based on a wide range of selection criteria and not focus on access to capital introduction services. In the event a fund investor subscribes via the services of a placement agent, no placement fee to be paid to such agent will be borne by a private fund client. If a prospective investor is introduced to Ghisallo through a placement agent, the arrangement with such placement agent will be disclosed to, and acknowledged by, such prospective investor. Although Ghisallo currently does not have any cash solicitation arrangements, to the extent it enters into any such arrangements, they will be made in compliance with Rule 206(4)-1 under the Investment Advisers Act if applicable.

Neither Ghisallo nor its employees have been involved in any legal or disciplinary events in the past 10 years that would be material to a Client’s, prospective Client’s, current investor or prospective investor’s evaluation of Ghisallo’s business or its personnel.

Ghisallo’s investment professionals will continuously monitor, and review positions held by Clients. Additionally, Client accounts will be reviewed in the context of their stated investment objectives. More frequent reviews may be triggered by material changes in variables such as the Clients’ individual needs, or the market, political, or economic environment. Ghisallo expects to provide Fund investors periodically with unaudited statements setting forth the estimated capital account balance. On an annual basis, Fund investors will receive audited financial statements and other information necessary to enable each investor to prepare its income tax returns. Clients in managed accounts are expected to receive information that is negotiated on a case-by-

case basis. Ghisallo may also prepare and deliver additional information to investors on a more frequent and detailed basis at Ghisallo’s discretion.

A. Custody of Fund Assets. With respect to each Fund, Ghisallo and its affiliates are deemed to have custody of investors’ funds and securities invested in such Fund because it or an affiliate has the authority to obtain investors’ funds or securities, by, for example, deducting advisory fees from an investor’s account or by virtue of their status as general partners and investment managers of the Funds.

Because Ghisallo and its affiliates are deemed to have custody of each Fund assets, Ghisallo is subject to Rule 206(4)-2 under the Advisers Act, as amended (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with all requirements of the Custody Rule with respect to each Fund because, among other things, it complies with the provisions of the socalled “Pooled Vehicle Annual Audit Exception,” which requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. Clients’ cash and securities are generally held by banks and broker/dealers that meet the definition of a “qualified custodian” under the SEC’s “custody rule.” Certain Client assets, such as privately offered securities, may not be reflected on the books and records of our Clients’ qualified custodians though these assets would be subject to the annual audit. B. Custody of Managed Account Assets. Ghisallo does not and is not expected to have any custody over the assets of any managed account because all assets are expected to be held by a qualified custodian and no fees are expected to be deducted from any such account. All fees would likely be invoiced to the account holder.

Ghisallo expects to have discretionary authority to determine which securities and the amounts of securities that are bought or sold, as well as the broker-dealer to be used and the commission rates to be paid with respect to its Client. Each Fund’s investors generally will not have the ability to place any limits on Ghisallo’s authority beyond the limitations set forth in the applicable Fund’s offering and governing documents. Each Fund will enter into an investment management agreement granting Ghisallo discretionary trading authority. With respect to any managed account, Ghisallo or its affiliates will abide by any limitations placed upon it by the relevant investment management agreement.

A. Proxy Voting Ghisallo has been delegated the authority to vote its Client securities on the behalf of each respective Client. Ghisallo has adopted detailed policies and procedures to ensure that proxies will be voted with diligence, care, and loyalty, and in accordance with Rule 206(4)-6 under the Advisers Act and Ghisallo’s fiduciary duty to its Clients. Ghisallo engages a third-party proxy voting service to vote both domestic and global proxies for its Client accounts and is generally expected to follow the third-party provider’s voting recommendations. Ghisallo also requires the proxy service provider to notify Ghisallo if it experiences a material conflict of interest in the voting of Clients’ proxies and as any additional relevant information becomes available as the proxy date approaches. Ghisallo’s general policy is to vote in accordance with the recommendation of the third-party proxy service provider unless

Ghisallo determines that such recommendation is not in the best interests of the Clients. At times, investment professionals may deviate from the recommendations of the third-party proxy service provider though an explanation of the reason for the deviation must be provided. Under certain circumstances, Ghisallo may abstain from voting specific proxies if it believes that doing so is in the best interests of the Clients. For example, Ghisallo generally will abstain from voting proxies where (i) Clients no longer hold the securities at the time of the vote (whether or not they held them on the record date of the vote), (ii) Ghisallo, on behalf of Clients, has a net short position in such issuer; or (iii) the proxy involves “share blocking” which can limit Ghisallo’s ability to sell the affected security during a blocking period. Ghisallo does not anticipate material conflicts of interest to arise between Ghisallo and its Clients during the proxy voting process. However, recognizing that such risk may still exist, Ghisallo has adopted a process to ensure that actual or potential conflicts of interest related to Client securities voting are brought to the attention of the CCO. Ghisallo’s CCO will conduct further research and endeavor to resolve the conflict in the Client’s best interests. Investors may obtain a copy of Ghisallo’s proxy voting policies and procedures by submitting a request to the CCO. The results of any individual proxy vote may also be requested from the CCO. A non-private fund Client can contact Ghisallo’s Chief Compliance Officer to revoke all discretionary proxy voting authority or revoke voting authority for a particular proxy solicitation. Additionally, Ghisallo may be required to annually file Form N-PX with the SEC as it relates to "say-on-pay” votes comprising: (i) periodic advisory votes on the approval of executive compensation; (ii) votes on the frequency with which those advisory votes should occur; and (iii) votes to approve “golden parachute” compensation in connection with mergers and acquisitions. This filing will be available on the SEC.gov website. B. Client Participation in Class Action Securities Litigations From time to time, Clients may be eligible to participate in and recover from class action securities litigations (“Class Actions”). Although not required under the Advisers Act, Ghisallo has adopted policies and procedures to address the handling of Class Actions for Clients. Ghisallo, or an affiliate, engages a third-party service provider focused on Class Actions to handle Class Actions for Clients. The third-party provider is compensated on a contingency basis through which they are eligible to receive a percentage of any recovery proceeds from a Class Action and as a result any such recovery proceeds paid to Clients will be reduced proportionately by amounts paid to the third-party service provider. In determining how to handle Class Actions and whether to have a Client refrain from participation, Ghisallo or an affiliate may take into account some combination of the following factors to the extent applicable: (i) the impact on the value of the investments; (ii) the anticipated associated costs and benefits; (iii) industry and business practices; (iv) a reputational impact that could adversely affect Ghisallo’s ability to invest for its Clients; (v) the degree to which Client interests are aligned with those of an issuer’s management and (vi) such other factors Ghisallo deems reasonable. In those instances where the Client has reserved itself the right to handle its own Class Actions, Ghisallo will not participate in the handling such Class Actions. Ghisallo, or an affiliate, credits any

Class Action settlements received for a Fund to current investors in that Fund at the time the award is received. If a Fund has already been liquidated before recovery amounts are received Ghisallo or an affiliate will make reasonable efforts to identify and deliver funds to eligible investors. In the event investors cannot be identified, Ghisallo will distribute the proceeds to a charitable organization or in a manner it otherwise deems reasonable. Ghisallo does not anticipate material conflicts of interest to arise between Ghisallo and its Clients in connection with the handling of Class Actions. However, recognizing that such risk may still exist, Ghisallo has adopted a process to ensure that actual or potential conflicts of interest related to Client Class Actions are brought to the attention of the CCO. Ghisallo’s CCO will conduct further research and endeavor to resolve the conflict in the Client’s best interests. Ghisallo may, from time to time, determine that it is in the best interests of its Clients to depart from specific policies described herein.

Ghisallo has never filed for bankruptcy nor is it aware of any financial condition that is expected to impair its ability to meet its contractual commitments to its Clients.