Parvus Asset Management Jersey Limited

Fees and Compensation
Parvus receives a management fee based on a percentage of assets under
management. The management fees vary by strategy: for the long only strategy the
fees are 1.25% per annum; for the long/short strategy the fees are 1.50% per annum.
All management fees are paid monthly in arrears. As well as a management fee, Parvus
receives a performance-based fee, which also differs by strategy.

For the long only strategy, Parvus receives a 20% relative performance fee which is
based on the outperformance of a customized benchmark, chosen by Clients, and in
the case of two Clients, is measured against a standard market benchmark at their
preference. For each year the funds outperform the benchmark Parvus is entitled to
half of the 20% relative performance fee, paid annually in arrears. The remaining half
is reinvested in the fund on a contingent basis as a provision for a longer-term
consideration of outperformance (typically an average of at least three years) which
acts as a make-whole provision for investors allowing them to claw fees back.

For the long/short strategy, Parvus receives a 20% absolute performance fee which is
either paid annually or every three years in arrears depending on the share class into
which the investor is invested. Parvus waives fees for Company staff members,
affiliates, members of the immediate families of such persons, members of PAM
Services (as defined below), and trusts or other entities for their benefit.

In addition to the management and performance fees discussed above, the Funds are
responsible for the payment of administration, brokerage, and custodial fees, as well
as their own operating costs. Such costs include those relating to, amongst other
things: (1) the charges and expenses of legal advisers, auditors, and consultants; (2)
borrowing and trading costs; (3) taxes and corporate fees payable to governments or
agencies; (4) directors’ fees; (5) preparing, printing, and distributing financial and other
reports; (6) research; and (7) insurance.

In addition, a redemption fee, ranging between 1% and 3%, depending on the number
of years that have passed since the investment, will be charged with respect to
investments in the long/short strategy. A complete description of fees and expenses
applicable to each Client is available in the relevant Fund offering document.

Performance-Based Fees and Side-by-Side Management
Performance-based fees are charged only to those clients which qualify as "Qualified
Clients" under the Investment Advisers Act of 1940 and may create an incentive for
Parvus to make investments that are riskier or more speculative than would be the case
in the absence of a performance fee. Since the performance fees charged to each Fund
are based on both realized and unrealized gains, the Company may receive a
performance allocation reflecting unrealized gains at the end of a period that are not
subsequently recognized by the Client. This risk is mitigated by the implementation of
detailed allocation procedures and the ongoing review of portfolios by investment and
compliance personnel. Furthermore, the rate of performance fees is the same for each
Client in the same strategy. Parvus does not have any Clients for which it does not
charge a performance-based fee.

Types of Clients
Parvus provides discretionary investment management services to commingled
investment vehicles. Parvus also provides discretionary investment management
services to single investor vehicles, the investors in which are typically foundations,
endowments, family offices, and other institutional investors. All clients are accredited
investors as described in Regulation D promulgated under the Securities Act of 1933,
Qualified Purchasers as described under the Investment Company Act of 1940 and
Qualified Clients as described under the Investment Advisers Act of 1940.

Subject to the discretion of Parvus and the Fund directors, the Company may accept
less than the minimum Fund investments, which for the Commingled Funds range
between $5 million and €5 million, depending on the Fund and share class invested in.
All investors must meet the appropriate regulatory qualifying criteria prior to investing
in a Fund. Although the Company has the authority to accept a lesser amount, the
minimum investment for a Fund for One or a managed account is, generally, $100
million or the € equivalent.

Methods of Analysis, Investment Strategies, and Risk of
Loss
       M ethods of Analysis and Investm ent Strategies

Parvus funds typically invest in Western European equities of all market capitalizations
and their derivatives. On behalf of its Clients the Company is also allowed to invest in
investment and non-investment grade debt securities, unlisted equities, and various
types of derivatives for hedging purposes. Parvus on behalf of its Clients takes both
long and short positions, depending on the investment guidelines of the strategy.

Prior to making an investment in a company, Parvus conducts a fundamental analysis
of companies it believes are under-researched and under-owned. This includes an
assessment of each company’s short- and long-term economic profit prospects and
intrinsic value, interviews with management teams, interviews with customers and
competitors, and an accounting review with an emphasis on cash generation and
consumption. The due diligence process ultimately leads to the creation of a multi-year
financial forecasting model that Parvus uses to determine the company’s intrinsic value
through a discounted cash flow model. Parvus then seeks to exploit any inconsistencies
between intrinsic value and market perception.

Parvus also executes short sales for Clients invested in the long/short strategy. These
may include the identification of bankruptcy candidates through forensic accounting
analysis, companies with structurally deteriorating operations, and failed restructurings.

       R isks of Loss

Investing in securities involves the risk of loss that Clients and investors should be
prepared to bear. Any investment should be made only after consultation with
independent qualified sources of investment and tax advice. No guarantee or
representation is made that the investment program Parvus implements will be
successful; indeed, performance could be negatively impacted by a number of risks,
including, but not limited to:

   1. Liquidity – Certain markets have a relatively low volume of trading. Securities
      of companies in such markets may also be less liquid and more volatile than
      securities of comparable companies elsewhere.

   2. Legal and Political Risk – Many of the laws that govern private and foreign
      investment, equity securities transactions, and other contractual relationships in
      certain countries, particularly in developing countries, are new and largely
      untested. As a result, an investor is subject to a number of unusual risks,
      including inadequate investor protection, contradictory legislation, incomplete,
      unclear and changing laws, ignorance or breaches of regulations on the part of
      other market participants, lack of established or effective avenues for legal
      redress, lack of standard practices and confidentiality customs characteristic of
      developed markets, and lack of enforcement of existing regulations.

   3. Derivatives – The Funds make use of various derivative instruments, such as
      convertible securities, options, futures, forwards, and interest rate, credit
      default, total return, and equity swaps. The use of derivative instruments
      involves a variety of risks, including the extremely high degree of leverage
      sometimes embedded in such instruments. The derivatives markets are
      frequently characterized by limited liquidity, which can make it difficult as well
      as costly to close out open positions in order either to realize gains or to limit
      losses.

   4. Counterparty (Credit) Risk – The Funds enter into transactions in OTC
      markets whereby the Funds are exposed to the risk that the counterparty may
      default on its obligations to perform under the relevant contract. In the event of
      a bankruptcy or insolvency of a counterparty, a Fund could experience delays in
      liquidating the position and may incur significant losses.

   5. Short Sales – Short selling involves selling securities which are not owned by
      the short seller and borrowing them for delivery to the purchaser, with an
      obligation to replace the borrowed securities at a later date. A short sale creates
      the risk of a theoretically unlimited loss, in that the price of the underlying
      security could theoretically increase without limit, thus increasing the cost to the
      Funds of buying those securities to cover the short position.

Investors should refer to the offering documents of the Funds for a complete
description of the risks involved in an investment.