Andalusian Private Capital,  LP,  a  Delaware  limited partnership and a  registered 
investment adviser, provides investment advisory services to investment funds privately offered 
to qualified investors in the United States and elsewhere. Andalusian  provides investment 
advisory services to private investment funds (“Fund” or “Funds”) that it sponsors, and whose 
investor base is principally drawn from certain individual and institutional investors (“Program 
Participants”, and together with the Funds, “Clients”) who have entered into investment program 
agreements with Andalusian (“IPAs”) for the presentation of investment opportunities sourced 
by Andalusian and made available to Program Participants through the Funds (the “Program”).  
The Funds are private equity  funds  structured as special purpose vehicles (each an 
“SPV”), and which invest through negotiated transactions in a single operating entity or limited 
number of operating entities, generally referred to herein as “portfolio companies.” Andalusian’s 
investment advisory services to the Clients  consist of identifying and evaluating investment 
opportunities, negotiating the terms of investments, managing and monitoring investments and 
achieving dispositions for such investments. Although investments are made predominantly in 
non-public companies, investments in public companies are permitted. Where such investments 
consist of portfolio companies, the senior principals or other personnel of Andalusian  or its 
affiliates generally serve on such portfolio companies’ respective boards of directors or 
otherwise act to influence control over management of portfolio companies in which the Funds 
have invested.   
Andalusian’s advisory services to the Clients  are detailed in the relevant private 
placement memoranda or other offering documents (each, a “Memorandum”),  investment 
management agreements, limited partnership or other operating agreements (each, a “Partnership 
Agreement” and together with the IPAs, the “Governing Documents”) and are further described 
below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Program 
Participants and other investors  who invest  in the Funds  (generally referred  to herein as 
“investors” or “limited partners”) participate in the overall investment program for the applicable 
Fund, but in certain circumstances are excused from a particular investment due to legal, 
regulatory or other agreed-upon circumstances pursuant to the Governing Documents; such 
arrangements generally do not and will not create an adviser-client relationship between 
Andalusian and any investor. The Funds or their respective general partner entities, together with 
any future affiliated general partner entities, (“General Partners”) generally enter into side letters 
or other similar agreements (“Side Letters”) with certain investors that have the  effect of 
establishing rights under, or altering or supplementing the terms (including economic or other 
terms) of, the Governing Documents with respect to such investors.  Program Participants 
generally retain the discretion to determine whether and in what amounts to participate (within 
certain pro rata and other applicable investment thresholds, as further described in the IPAs and 
Governing Documents) in
                                        
                                        
                                             the Funds, though in certain instances Andalusian has the authority 
under the applicable IPA to issue capital calls on behalf of a Fund for a portion of a Program 
Participant’s commitment to the Program.  
Additionally,  as permitted by the Governing Documents, Andalusian expects to provide 
(or agree to provide) co-investment opportunities (including the opportunity to participate in co-
invest vehicles) to certain  current or prospective Clients  and other third parties. Such co-
investors are expected to include market participants, finders, consultants and other service 
providers, as well as portfolio company management or personnel and other investment vehicles 
sponsored by, or associated with, certain Program Participants. Co-investors are further expected 
to include Andalusian’s  personnel and/or certain other persons associated with Andalusian 
and/or its affiliates (e.g., a vehicle formed by Andalusian’s principals to co-invest alongside a 
particular Fund’s transactions). Such co-investments typically involve investment and disposal of 
interests in the applicable portfolio company at the same time and on the same terms as the Fund 
making the investment.    However, for strategic and other reasons, a co-investor or co-invest 
vehicle (including a co-investing Client) purchases a portion of an investment from one or more 
Funds  after such Funds  have consummated their investment in the portfolio company (also 
known as a post-closing sell-down or transfer), which generally will have been funded through 
Client investor capital contributions and/or use of an SPV credit facility. Any such purchase 
from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s 
completion of the investment to avoid any changes in valuation of the investment, but in certain 
instances could be well after the Fund’s initial purchase. Where appropriate, and in Andalusian’s 
sole discretion, Andalusian reserves the right to charge interest on the purchase to the co-investor 
or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain 
conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the 
extent any such amounts are not so charged or reimbursed (including charges or reimbursements 
required pursuant to applicable law), they generally will be borne by the relevant Fund.  
Andalusian is a private investing group headquartered in Short Hills, New Jersey. The 
firm has a flexible investment mandate focused on broad market themes across diverse sectors 
and industries. Andalusian was co-founded by Jeffrey Kaplan and Nicholas Savasta. The firm 
was launched with its Founding Investor, David Tepper, in July 2020. Jeffrey Kaplan serves as 
President and Nicholas Savasta serves as Vice Chairman.  The general partner of Andalusian 
Private Capital LP is Andalusian Private Capital GP, LLC, a Delaware limited liability company. 
The principal owners of Andalusian Private Capital LP are identified in Schedules A and B of 
Andalusian’s Form  ADV Part 1A.  As of December  31, 2022, Andalusian manages 
$1,137,357,241  in “non-discretionary”  assets attributable to commitments made by Program 
Participants to the Program, and $568,086,917 in discretionary assets attributable to the Funds.