Andalusian Capital Partners LP

Item 5.       Fees and Compensation

      Our firm or one of our affiliates typically receives two types of compensation from our
      clients – an asset-based management fee and performance-based compensation.

      Our fees are generally not negotiable. We have the general discretion to waive all or a
      portion of the asset-based management fee and/or the performance-based compensation.
      In addition, we may enter into side letter arrangements with certain investors in our
      clients, in which we grant them preferential terms.

      Our firm and certain of our affiliates do not pay asset-based or performance-based fees.

      We deduct the asset-based management fee described above from our clients’ accounts
      quarterly at the beginning of each quarter. We also deduct the performance-based
      compensation described above from our clients’ accounts at the end of each year or when
      investors make a withdrawal or redemption (but only for the amount withdrawn or
      redeemed). Our compensation from managed account clients will likely be similar to the
      compensation we receive from our current pooled investment vehicle clients.

      In connection with our pooled investment vehicle advisory services, our clients bear all of
      their own organizational and operational expenses. The list below details some of these
      expenses, but does not include every possible expense our fund clients may incur.

             legal fees (including settlement costs);

             costs of any litigation or investigation involving our clients’ activities;

             accounting costs (including tax preparation and audit expenses);

             administration costs;

             marketing expenses;

             insurance;

             costs associated with reporting and providing information to existing and
              potential investors;

             any governmental fees imposed on our clients; and

             withholding and/or transfer taxes.

      Our clients also pay for expenses related to the investment of their assets, such as:

                 proxy expenses;

                 interest and commitment fees on loans and debit balances;

          borrowing charges on securities sold short;

          custodial fees;

          brokerage commissions;

          trade processing fees, including clearing and settlement charges;

          research fees and materials (including online news and quotation services);

          costs of any outside appraisers, accountants, attorneys or other experts or
           consultants engaged in connection with specific transactions;

          bank charges; and

          other ordinary miscellaneous research and trade-related expenses.

We may choose to absorb some of these costs on behalf of our clients in our sole
discretion.

Our managed account clients will pay for all of their own operating expenses. These will
include all expenses incurred with their account transactions, such as custodial fees,
brokerage commissions, taxes and any applicable registration fees.

For more information on brokerage transactions and costs, please see Item 12: Brokerage
Practices.

The asset-based management fee that we charge our clients is payable at the beginning of
each quarter. Investors in our clients may only withdraw or redeem capital at the end of
each quarter. Accordingly, we do not need to provide fee refunds to underlying investors
in our clients before the end of a billing period, because they do not pay a fee in excess of
what they owe. Our clients do not pay any performance-based compensation in advance.

Neither our firm nor any of our principals or employees receives any compensation for
the sale of securities or other investment products, including charges or fees from the sale
of mutual funds.

Item 7.      Types of Clients

      All of our current clients are pooled investment vehicles. We may provide discretionary
      investment advice to a limited number of separately managed accounts in the future. Our
      current clients rely on an exclusion from the definition of “investment company” in the
      Investment Company Act of 1940, as amended. Accordingly, none of our clients is
      registered as an investment company with the Securities and Exchange Commission.

      The investors in our clients must qualify as both “accredited investors,” as defined in the
      U.S. Securities Act of 1933, as amended, and “qualified purchasers” or “knowledgeable
      employees,” as defined in the U.S. Investment Company Act of 1940, as amended, and
      the rules thereunder, or as non-United States persons.

      Investment Requirements

      Investors in our clients must generally make a minimum investment of $1,000,000. We
      have the discretion to, and on occasion may, accept investments for a lesser amount.

      We will decide whether to open a separately managed account on a case-by-case basis.

      This Firm Brochure is not an offer to invest in our clients.

Item 8.      Method of Analysis, Investment Strategies and Risk of Loss

      In managing our clients, we utilize deep fundamental analysis across all classes of a
      company’s capital structure to achieve our clients’ investment objectives. These asset
      classes include a broad range of listed and unlisted instruments, whether publicly or
      privately offered, including but not limited to, loans, corporate bonds of investment and
      non-investment grade, convertible securities, equities, U.S. Treasuries, derivatives
      (interest rate, credit and equity), futures (mainly for hedging purposes), options (interest
      rate and equity), financing trades, margin loans, repurchase agreements, reverse
      repurchase agreements and total return swaps. There are no limitations on the markets,
      sectors or instruments in which we may trade for our clients, or the trading strategies that
      we may apply.

      Our strategy entails investing in event-driven equities and debt focusing on cash flow
      generation or asset value. Event-driven securities include equities and debt created
      through spin-offs and financial restructurings as well as other potential changes in
      capitalization. We generally focus the analysis of the investment opportunity into two
      distinct areas: (i) understanding the operational and underlying business model, as well as
      studying the capital structure, so that we can attempt to fully understand the limitations
      and benefits of how the entity is financed and (ii) looking for the proper vehicle to
      express an investment view for our clients. We seek to buy securities that trade at a
      significant discount to their intrinsic values and to short securities that trade well above
      their intrinsic values. We invest in situations where a reason for a valuation discrepancy
      can be discerned and we deem temporary. We have described our investment policy and
      approach in detail in each client’s offering documents, copies of which will be provided
      to qualified prospective investors.

      Please see below for a detailed explanation of some of the significant risks associated
      with the investment strategies we employ.

                Investment Judgment and Market Risk: The success of our investment
                 program depends, in large part, on correctly evaluating future price
                 movements of potential investments. We cannot guarantee that we will be
                 able to accurately predict these price movements and that our investment
                 programs will be successful.

                Investment and Trading Risk: Investments in securities and other financial
                 instruments involve a degree of risk that the entire investment may be lost.
                 The use of short sales and option trading can, in certain circumstances,
                 substantially increase the impact of unfavorable price movements of our
                 clients’ investments. Also, changes in the general level of interest rates may
                 negatively affect our clients’ results.

                Dependence on our Firm. The success of our clients is largely dependent
                 upon our firm. There is no guarantee that our firm or the individuals employed
                 by our firm will remain willing or able to provide advice to our clients’
                 accounts or that trading on this advice will be profitable in the future. The

           performance of our firm depends upon certain key personnel. If any of these
           personnel become incapacitated, the performance of our clients may be
           adversely affected.

          Financial Markets and Regulatory Change: The instability in global financial
           markets has increased the risks associated with the investment activities and
           operations of pooled investment vehicles, including those resulting from a
           reduction in the availability of credit and the increased cost of short-term
           credit, a decrease in market liquidity and an increased risk of bankruptcy of
           third parties with which we work. Market disruptions over the recent years
           and the increase in capital being allocated to pooled investment vehicles and
           other alternative investment vehicles have led to increased scrutiny and
           regulation over pooled investments and the asset management industry. In
           addition, the laws and regulations affecting business continue to evolve
           unpredictably. Laws and regulations applicable to our clients, especially those
           involving taxation, investment and trade, can change quickly and
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