Andalusian Private Capital LP

FEES AND COMPENSATION

        In general, Andalusian receives an advisory fee from Program Participants in connection
with its operation of the Program and carried interest in connection with its management of the
Funds. In certain circumstances Andalusian or its affiliates receive additional compensation in
connection with management and other services performed for portfolio companies of the Funds
and such additional compensation is not expected to be offset in whole or in part the advisory
fees otherwise payable to Andalusian in accordance with the Governing Documents. Investors in
a Fund also bear certain expenses, and the allocation of expenses in accordance with
Andalusian’s expense allocation policies and procedures is further addressed in the “Methods of
Analysis, Investment Strategic and Risk of Loss” and “Other Financial Industry Activities and
Affiliations” sections of this Brochure.

Program Fees and Payment of Fees

         Program Participants generally pay Andalusian an advisory fee (the “Program Fee”)
equal to 1.75% on a quarterly basis of the sum of (i) aggregate capital commitments to the
Program that have not been committed to a Fund, as well as any reserves for anticipated
liabilities, obligations and commitments and (ii) aggregate capital contributions by such Program
Participant in respect of one or more Funds. Additionally, certain fees and other compensation
are paid to Andalusian by the Funds upon the successful closing of transactions by such Funds,
which in turn will be borne by Program Participants who have participated in a Fund. To the
extent permitted by a Client’s Governing Documents, Andalusian or another of its affiliates, as
applicable, reserve the right to receive certain supplemental fees and other amounts
(“Supplemental Fees”) which are not expected to be credited against Program Fees or any other
fees owed by a Program Participant or Fund to Andalusian, and which consist of: (i)
management services or advisory consulting fees paid by any portfolio company; (ii) transaction
and break-up fees paid by any portfolio company; (iii) directors’ fees; and (iv) other designated
net fee payments received by Andalusian from portfolio companies or prospective portfolio
companies. Any such Supplemental Fees will be retained by Andalusian or another of its
affiliates. Any investors who participate in a closing after the initial closing date of a relevant
Fund bear its portion of all organizational expense and partnership expense at the fund-level as if
such investors were admitted since the initial closing date, in addition to an interest component
payable to the relevant Fund.

       Under the IPA, where the fair market value of an investment exceeds the total amount of
investment contributions relating to such investment, the relevant portion of the Program Fee
will not be calculated based upon such appreciated value and will instead continue to be

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calculated based on the amount of such investment contributions (which shall include, for the
avoidance of doubt, any borrowing components and affiliated interest expenses). Conversely, the
IPA does not require the Program Fee to be reduced or refunded following the occurrence of a
write-down, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant standard under the Governing Documents for writing off investments for U.S. federal
income tax purposes (such investments, the “Impaired Value Investments”). Due to differences
in the criteria set forth in their respective Governing Documents, in the event where more than
one Fund participates in an investment, there is the possibility that an investment will become an
Impaired Value Investment for purposes of one Fund’s Governing Documents but not those of
one or more other Funds.

        As a result, the amount of the Program Fee generally will not correspond with
fluctuations in the net asset values of a Fund and will not be reduced in connection with any
write downs (whether temporary or permanent), except in the case of Impaired Value
Investments. Except where the IPA expressly provide to the contrary, the Program Fee will not
be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g.,
those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions, in each case in circumstances that
do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases
where the value of the Fund’s investment or the Fund’s ownership percentage in such investment
has been reduced (including substantially reduced) as a result of such transaction.

        In many circumstances, the relevant portion of the Program Fee base could include
capitalized transaction-specific fees and expenses of unrealized investments, including certain
fees (such as Supplemental Fees) and expenses paid to third parties, Andalusian or its affiliates.
Further, Program Fees generally will not be reimbursed or refunded under the Governing
Documents in the event of realizations, dispositions or partial write-downs or write-offs that
occur partway through the relevant calculation period.

As a matter of practice, Andalusian is typically paid Supplemental Fees from, on behalf of or
with respect to co-investors and other owners in an investment, as well as other fees relating to
the structuring and administration of co-investment arrangements. The receipt of such fees will
not reduce Program Fees or other fees payable by Program Participants and/or by any Fund(s)
...

TYPES OF CLIENTS

        Andalusian provides investment advice to the Program Participants pursuant to the
applicable IPAs. Andalusian also provides investment advice to the Funds, whose investment
capital is principally drawn from commitments made by Participants in the Program (and who
generally make commitments to the Funds at different levels of the particular SPV structure).
The Funds generally include investment partnerships or other investment entities formed under

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domestic or foreign laws and operated as exempt investment pools under the Investment
Company Act of 1940, as amended. Program Participants and investors participating in the
Funds generally include high net-worth individuals, family offices, other investment entities
(including those associated with, or sponsored by, Program Participants), university
endowments, sovereign wealth funds, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and often include, directly or
indirectly, principals or other personnel of Andalusian and its affiliates and members of their
families, operating partners and senior advisors or other Service Providers retained by
Andalusian or a Fund.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the related Fund.

       The Program and Funds may have a minimum investment amount for third-party
investors, and Fund interests are offered and sold solely to either qualified purchasers or
accredited investors that are also qualified clients (or qualified knowledgeable Andalusian
personnel). Andalusian generally is permitted to waive such minimum investment amount.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Andalusian is a private investment firm focused on making control and non-control
investments in proprietary deals across a variety of themes and sectors, including out-of-favor
industries, special situations, recapitalizations, shareholder activism, sports and media, growth
opportunities and other areas of the private market. Andalusian’s investment advisory services
consist of identifying and evaluating investment opportunities, negotiating investments,
managing and monitoring investments and achieving dispositions for investments. Investments
are predominantly in non-public companies, although investments in public companies are
permitted. Once an investment opportunity has been identified, Andalusian seeks to implement
an effective operating strategy to improve the performance of the acquired company by (i)
developing restructuring and operating plans, (ii) building the management team and (iii)
providing significant resources to portfolio companies.

       There can be no assurance that Andalusian will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

       Deal Sourcing and Due Diligence. Andalusian markets its investment criteria to its deal
source network with frequent mailings, telephone calls, public relations, conference attendance
and meetings. Once a potential investment is identified, Andalusian develops an investment

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thesis and, through a detailed due diligence process, seeks to verify such thesis and investigate
the major business risks. As part of its diligence process, Andalusian completes a detailed
analysis of an industry including contacting a target company’s customers and vendors, trade
organizations, Andalusian’s contact network and, in certain instances, industry consultants.

        Develop Restructuring and Operating Plan. Senior members of the professional and
operating staff of Andalusian and its affiliates develop a restructuring and operating plan prior to
the close of each transaction focusing on the target’s strengths, weaknesses, competitive position,
industry trends and other relevant factors.

        Build Management Team. Andalusian may supplement or replace the management team
at a new portfolio company or advise the existing management team on ways to improve
performance. Andalusian and its affiliates may search for highly qualified senior managers and
identify qualified candidates prior to making the next investment. In certain instances, operating
professionals of Andalusian or its affiliates will fill key management roles (including chief
executive officer or chief financial officer) on an interim basis immediately following closing
until a professional management team can be assembled.

        Maintain Active Involvement in Portfolio Companies. Andalusian aims to act decisively
with respect to newly acquired portfolio companies where it has control and may aim to make
significant changes to the company within the first three to six months after acquisition.
Thereafter, Andalusian stays actively involved in the management of portfolio companies where
it has control or influence.

       Internal Growth and Add-on Acquisitions. Once the above strategies have been
implemented, Andalusian will often seek to utilize the portfolio company’s cash flow, equity
value and borrowing capacity to accelerate growth through new product and market
opportunities and add-on acquisitions.

        Exit Strategy. Once the portfolio company has restored a track record of sales growth
and consistent profitability, Andalusian will consider appropriate exit strategies, including the
sale to a strategic or financial buyer, an initial or secondary public offering or a recapitalization.
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