Moab Capital Partners, LLC: investment adviser

Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose whether the fees are negotiable. Moab Partners typically charges fees that are based upon a set percentage of assets under management and performance. Set forth below are summaries of the fees payable by Investors in the Funds. It should be noted that detailed disclosure about the fees and other expenses applicable to an investment in the Funds is provided in the operative documents for the applicable Fund. Those operative documents should be carefully reviewed prior to making an investment in the Funds. Investors in the Funds are typically charged a Management Fee equal to approximately 1.5% to 2% per annum, based on class of shares or interests, of the amount invested in a particular Fund, payable monthly in arrears. Investors in the Funds are also typically charged an Incentive Fee/Performance Allocation equal to 20% per annum of the net profits allocable to the amount invested in a particular Fund. The Management Fee and Incentive Fee/Performance Allocation are negotiable in that Moab Partners reserves the right to reduce, waive or calculate differently such fees for certain Investors. In particular, principals, employees and certain affiliates of Moab Partners currently invested in the Funds are not charged a Management Fee or an Incentive Fee/Performance Allocation. Moab Partners receives compensation for its advisory services to the Sub-Advisory Fund pursuant to the terms of the investment management agreements. Such compensation includes a management fee and/or incentive fees. It is critical that Investors refer to their respective Fund’s governing documents for a complete understanding of how Moab Partners is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund governing documents.

Item 5.B

Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select either method, disclose this fact. Explain how often you bill clients or deduct your fees. Moab Partners (or an affiliate) deducts fees from the Funds’ assets and such fees are calculated by the Funds’ administrator. The Funds charge an asset-based Management Fee equal to approximately 1.5%-2% per annum, based on the class of shares or interests, of the amount invested in a particular Fund as of the last business day of a calendar month (prior to the accrual of any Incentive Fee/Performance Allocation and any redemptions or withdrawals as of such last business day). Such fee is typically paid monthly in arrears. The Management Fee is prorated for amounts held for less than a full calendar month. The Funds also charge an annual performance-based Incentive Fee/Performance Allocation equal to 20% of the appreciation in each Investor’s account balance during

the year. The Incentive Fee/Performance Allocation is calculated and charged separately with respect to each Investor and/or class of shares or interests within each client Fund. If an Investor redeems or withdraws all or a portion of its capital account on a date other than December 31, an Incentive Fee/Performance Allocation will be made on the amount redeemed or withdrawn for the period since the prior January 1, and any applicable Management Fee will be deducted from the amount redeemed or withdrawn for the period from the preceding month end to the date of redemption or withdrawal. Moab Partners and/or the General Partner, in their sole discretion, may, in effect, waive or reduce the Management Fee and/or the Incentive Fee/Performance Allocation to be paid by Investors for any reason. The Sub-Advisory Fund relationship is subject to terms that are individually negotiated between Moab Partners and the Sub-Advisory Fund. A complete description of all fees, the methods of billing and how often such fees are charged for the Sub-Advisory Fund is disclosed within the respective investment management agreements entered into by Moab Partners and Sub-Advisory Fund. Item 5.C

Describe any other types of fees or expenses clients may pay in connection with your advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage. Each Fund pays all of its operation expenses. Offshore Feeder expenses include any fees, costs or expenses the Offshore Feeder, Moab Partners or their affiliates reasonably incur in connection with the operation of the business and maintenance of the Offshore Feeder. Such expenses include but are not limited to: (a) the Management Fee and the Incentive Fee; (b) U.S. federal, state and local taxes, filing and registration fees of the Offshore Feeder, Moab Partners and their affiliates (other than taxes on the income of the Moab Partners and their affiliates); (c) all costs, fees and expenses relating to shareholder communications and relations, accounting and the preparation and mailing of financial, tax and performance information to shareholders, including an allocable share of Moab Partners’ costs, fees and expenses relating to internal accounting and tax preparation functions should the Offshore Feeder determine to use third party providers for such services; (d) fees, costs and expenses incurred in connection with Offshore Feeder borrowings; (e) Offshore Feeder administration fees, costs and expenses; (f) taxes, fees, costs and expenses incurred by the Offshore Feeder, Moab Partners or their Affiliates in connection with compliance with the Foreign Account Tax Compliance Act; (g) fees, costs and expenses incurred in connection with the registration of Moab Partners pursuant to the Advisers Act as well as ongoing compliance requirements; (h) fees for attorneys, auditors, consultants and other professionals or experts, including compliance consultants; (i) costs and expenses incurred for the purpose of protecting and enhancing the value of the assets of the Master Fund (including the costs of instituting and defending litigation); (j) premiums and other costs of D&O/E&O and other insurance; and (k) directors’ fees. Master Fund expenses include but are not limited to all of the above and all fees, costs and expenses that are incurred in connection with actual and potential Master Fund investments, such as: (a) any management fee payable by the Master Fund to Moab

Partners and the Incentive Fee; (b) brokerage and execution charges, commissions, custodial charges, and fees for quotation and other data services; (c) fees related to accounting, trading, portfolio management and risk management systems; (d) research subscriptions and expenses; (e) legal and consulting fees related to investment research; (f) broken deal fees; and (g) expenses to register securities and transfer taxes. Moab Partners and/or the General Partner may at its discretion choose to reimburse the Funds for all or any portion of their expenses. Moab Partners is responsible for its own general operating and overhead costs including salaries, employee benefits, office rent and other general overhead costs. Please note that Investors will indirectly incur brokerage and other transaction costs related to their investment in the Funds. Please see Item 12 of this brochure for a more detailed discussion of Moab Partners’ brokerage practices. It should be noted that a complete description of all fees and expenses for the Funds is disclosed within the respective Funds’ operative documents. It should be noted that the Sub-Advisory Fund is subject to different fee and expense terms, as such arrangements and terms are individually negotiated as per investment management agreements entered into by Moab Partners and the Sub-Advisory Fund. Item 5.D

If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period. Explain how you will determine the amount of the refund. Neither the Management Fee nor the Incentive Fee/Performance Allocation is paid in advance. Investors generally are able to redeem from the Funds as of the end of any calendar quarter upon at least 60-90 days’ prior written notice (as specified in the relevant Fund’s governing documents and based on the class of shares or interests). In each case, redemptions or withdrawals will be subject to significant conditions and restrictions, which are set forth in the relevant Fund’s governing documents. Such conditions, restrictions, and limitations may include, without limitation: • The condition that redemption or withdrawal requests be properly submitted in accordance with the relevant Fund documents and in a timely manner; • The condition that any “lock-up period” or “penalty period” applicable to the shares or interests has expired or relevant redemption or withdrawal fee has been paid; • The condition that any minimum holdings amounts have been satisfied; • The condition that redemptions or withdrawals, the calculation of net asset value, or the ability of Investors to redeem or withdraw have not been suspended (in whole or in part); • Restrictions on the amount that may be redeemed or withdrawn; • Restrictions on the timing of redemption or withdrawal payments; • Limitations on the amount paid to a redeeming or withdrawing Investor due to hold backs or reserves for certain expenses, Fund liabilities, and contingencies, among others; and

•

Limitations on the method of redemption or withdrawal payments (i.e., in cash or in kind).

The Funds’ Class A shares or interests are subject to a one-year initial soft lock-up period (a “penalty period”) and the Class B shares or interests are subject to a soft twoyear rolling lock-up (a “penalty period”) whereby Class B investors are permitted to make withdrawals only biennially on each two-year anniversary of the date on which such investor’s capital account was established. During the “penalty period,” if the investor is permitted to withdraw any portion prior to the expiration of the penalty period, the investor pays an early withdrawal fee ranging from 3-5%. Moab Partners or the General Partner may waive the early withdrawal fee. Moab Partners may waive, reduce, increase or alter these requirements in particular cases, and in fact has done so for employee investments into the Funds, and may change them as to new Investors in the future. In addition, Investors will have a special redemption or withdrawal right if Michael M. Rothenberg for any reason ceases to be involved in managing the Funds as a result of his departure, death, “disability” or other cause (a “Key Person Event”). “Disability” means physical or mental illness, injury, or condition that prevents Michael M. Rothenberg from performing substantially all of his duties for the Funds for at least 90 consecutive calendar days. If a Key Person Event occurs, the General Partner will give Investors written notice within 10 days of the date of the Key Person Event, and each Investor will have the right to redeem or withdraw its capital account balance, without regard to any lockup and without paying any redemption or withdrawal fee, upon 15 days prior written notice, effective at the end of the calendar month following the month in which the Key Person Event occurs. It should be noted that the Sub-Advisory Fund is subject to different fee payment and withdrawal/termination terms, as such arrangements and terms are individually negotiated as per investment management agreements entered into by Moab Partners and the Sub-Advisory Fund. It is critical that Investors refer to their respective Fund’s governing documents for a complete understanding of their redemption or withdrawal rights. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund governing documents. Item 5.E

If you or any of your supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds, disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4. Not applicable.

Item 5.E.1

Explain that this practice presents a conflict of interest and gives you or your supervised persons an incentive to recommend investment products based on the compensation received, rather than on a client’s needs. Describe generally how you address conflicts that arise, including your procedures for disclosing the conflicts to clients. If you primarily recommend mutual funds, disclose whether you will recommend “no-load” funds.

Not applicable. Item 5.E.2

Explain that clients have the option to purchase investment products that you recommend through other brokers or agents that are not affiliated with you. Not applicable.

Item 5.E.3

If more than 50% of your revenue from advisory clients results from commissions and other compensation for the sale of investment products you recommend to your clients, including asset-based distribution fees from the sale of mutual funds, disclose that commissions provide your primary or, if applicable, your exclusive compensation. Not applicable.

Explain the conflicts of interest that you or your supervised persons face by managing these accounts at the same time, including that you or your supervised persons have an incentive to favor accounts for which you or your supervised persons receive a performance-based fee, and describe generally how you address these conflicts. As described in Item 5.A above, the Moab Partners General Partner receives from the Master Fund performance-based compensation in the form of an Incentive Fee/Performance Allocation. The SubAdvisory Fund does not pay performance-based fees. While certain Moab Advisory Clients managed by the Adviser pay performance-based compensation, it should be noted that the Advisers reserve the right to reduce, waive or calculate differently such fees for certain Moab Advisory Clients (or in the case of the Funds, the Investors). It should also be noted that the possibility that Moab Partners (or an affiliate of Moab Partners) may receive performance-based compensation creates a potential conflict of interest in that it may create an incentive to make investments that are riskier or more speculative than in the absence of such a performance-based fee. Moab Advisory Clients are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular fund/account and the risks associated with such performance-based compensation prior to making an investment. Moab Partners recognizes that it is a fiduciary and as such must act in the best interests of all of the Moab Advisory Clients. Further, Moab Partners recognizes that it must treat all Moab Advisory Clients fairly and must refrain from favoring one Moab Advisory Client’s interests over another’s.

Describe the methods of analysis and investment strategies you use in formulating investment advice or managing assets. Explain that investing in securities involves risk of loss that clients should be prepared to bear. The Master Fund seeks to make investments that have asymmetric risk-return profiles, possessing greater upside potential than downside risk. These investments may include, but are not limited to, common and preferred equity securities, bonds, notes, debentures, loans, swaps and options. The Portfolio Manager will allocate a varying percentage of the Master Fund’s assets between (1) event driven investments in different asset classes and industries with capital appreciation and/or current income opportunities; and (2) non-distressed corporate credit opportunities offering current income but little or no capital appreciation; depending on market conditions and the absolute attractiveness of the event driven investment opportunities identified by the Portfolio Manager (subject to position size limitations). The Portfolio Manager believes this mix of investments will allow the Master Fund to reduce the volatility of returns and generate significant alpha in all market environments. Furthermore, the Portfolio Manager believes that the ability of the Master Fund to invest in non-distressed corporate bank debt for current income assures that the rigorous standards each investment is held to will not be compromised by a need to deploy capital. When appropriate, the Portfolio Manager or other Moab Partners investment professionals may take activist roles, potentially in concert with parallel holders, to maximize the intrinsic value of a security in the portfolio. The methods of identifying opportunities include the Portfolio Manager’s extensive experience and relationships in the event driven sectors the Master Fund will focus on, as well as brokers, advisors, industry contacts, screening software, newsletters, industry publications, news stories, and other sources of information. All methods of idea generation are designed to produce a set of investments with attractive valuation and cash flow profiles as well as identifiable events that will lead to a substantial change in market valuation and/or attractive current income. The Master Fund maintains strict standards of due diligence once an idea has been generated. These include, but are not limited to, meetings with management, detailed financial modeling, checks with customers and competitors, proprietary market surveys, and on-site visits. Short positions are approached with the same diligence and research-intensive model as long investments. Position size is in part determined by the ability of the Master Fund to gain an information edge relative to the broader market through extensive research on a position. Position size is also dictated by the Master Fund’s risk management parameters. Often the Master Fund will invest in companies with complicated capital structures. Investment opportunities in such companies will be evaluated tranche by tranche throughout the capital structure, comparing the upside and downside characteristics of each tranche of debt and equity as well as identifying possible pair-trade or arbitrage opportunities. For stressed and distressed companies, the Portfolio Manager will

evaluate the “fulcrum” tranche which is likely to own the future equity of the company in the event of a recapitalization or restructuring and consider the attractiveness of the “fulcrum” for investment. In some situations, the Portfolio Manager will evaluate securities being sold or purchased by certain investment institutions for structural reasons such as credit rating changes, stock indexing or de-indexing, or a company’s filing for bankruptcy protection. The Portfolio Manager will seek to exploit these market dynamics that may cause securities to trade at prices dramatically different from their intrinsic value. The Master Fund will also attempt to exploit a large portion of the investment industry’s dependence on EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization expenses) as a proxy for true cash flow. Moab Partners’ investment professionals will endeavor to understand the difference between each investment prospect’s EBITDA and true cash flow and seek to profit from investable opportunities that arise from this diligence. As the Portfolio Manager intends to focus his energies on fundamental research in individual investments, turnover in the portfolio will be centralized on the achievement of price targets or the change of facts surrounding an investment’s fundamental thesis. Upside and downside price targets will be utilized for each investment in the portfolio, and they will be calculated based on valuation and event parameters. Market movements in established positions that are unexpected will be carefully evaluated as opportunities for trading profits. After an investment’s target position size has been reached, careful maintenance research, continued discussions with company management teams and overall portfolio considerations will be the primary factors in determining when to modify the Master Fund’s exposure to a given investment. It should be noted that the Sub-Advisory Fund investment objectives, investment guidelines and the types of investments that such portfolio will hold are individually negotiated and established between Moab Partners and the Sub-Advisory Fund. Item 8.B

For each significant investment strategy or method of analysis you use, explain the material risks involved. If the method of analysis or strategy involves significant or unusual risks, discuss these risks in detail. If your primary strategy involves frequent trading of securities, explain how frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. The Moab Advisory Clients managed by Moab Partners pursue an opportunistic investment strategy. Moab Partners has broad flexibility to invest the assets of the Moab Funds in any industry or asset class. Business Risk The Master Fund’s investments involve a high degree of risk and may be considered speculative. The Funds are for sophisticated investors who can accept a high degree of risk in their investment, do not need regular current income and can accept a potential loss of their entire investment. Discretion of Moab Partners; Concentration of Investments There are no limits on the types of positions the Master Fund may take, the size of the companies in which the Master Fund may invest, or the concentration of investments (by sector, industry, capitalization, company, country or asset class). At times, the

Master Fund may hold a relatively small number of securities positions, each representing a relatively large portion of the Funds’ capital. Short Sales The Master Fund may make short sales in any type of securities. Short sales that are not made “against the box” and are not part of a hedging transaction create opportunities to increase return but, at the same time, are speculative and involve special risk considerations. Since the seller in effect profits from a decline in the price of the securities sold short without the need to invest the full purchase price of the securities on the date of the short sale, returns will tend to increase more when the securities sold short decrease in value, and to decrease more when the securities sold short increase in value, than would otherwise be the case if the seller had not engaged in such short sales. Short sales theoretically involve unlimited loss potential, as the market price of securities sold short may continuously increase. Under adverse market conditions the Master Fund might have difficulty purchasing securities to meet its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales. Illiquidity Some of the securities in which the Master Fund invests may be relatively illiquid, either because they are thinly traded, because they are traded in the over-the-counter market or on a regional exchange, or because they are subject to transfer restrictions. The Master Fund may not be able promptly to liquidate those investments if the need should arise, and its ability to realize gains, or to avoid losses in periods of rapid market activity, may therefore be affected. In addition, the value assigned to such securities for purposes of valuing assets and determining net profits and net losses may differ from the value the Master Fund is ultimately able to realize. Use of Leverage The use of leverage by buying securities on margin is a speculative technique that involves special risk considerations. Interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the return earned on borrowed funds. Interest on borrowings will be an expense of the Master Fund and will affect the investment performance of the Master Fund. To the extent the Master Fund is leveraged, the value of its assets will tend to increase more when its portfolio securities increase in value, and to decrease more when its portfolio securities decrease in value, than if its assets were not leveraged. The rights of any lenders to the Master Fund to receive payments of interest or repayments of principal will be senior to those of the Investors. Consequently, the Master Fund might have to sell portfolio securities to meet interest or principal payments at a time when fundamental investment considerations would not favor such sales. Also, the terms of any borrowings may contain provisions that limit certain activities of the Master Fund, including the ability to make distributions. Finally, it is noted that Investors and prospective Investors are provided with a confidential private placement memorandum that contains a detailed description of the material risks related to an investment in the Funds. Potential Conflicts of Interest

Moab Partners will endeavor to ensure that any conflicts of interest are resolved fairly. Moab Partner’s other clients may compete with the Moab IDF for the same investment opportunities, which may be limited. Moab Partners is not obligated by contract to buy, sell or recommend for the Moab IDF any security or other investment that may be bought, sold or recommended for other clients. In the case that Moab IDF buys a bond and uses as leverage or a similar occurrence, it is not obligated to buy for Moab Partners. The investment opportunity or ability to dispose of the investment in the event of an actual conflict will be fairly allocated. It should be noted that the Sub-Advisory Fund investment objectives, investment guidelines and the types of investments that such portfolio will hold are individually negotiated and established between Moab Partners and the Sub-Advisory Fund, and may have the same risks as included above for the Funds.

These securities often are contractually or structurally subordinated in right of payment to prior claims of banks or other senior lenders, and will typically be unsecured. Often the ability to sell these securities at their fair value either to meet redemption requests or to respond to changes in the financial markets may be limited. Corporate Debt Securities The Master Fund also invests in corporate debt securities, including obligations of varying maturities (such as debentures, bonds and notes). If the Master Fund has to sell the debt security before the maturity date, an increase in interest rates will result in a loss. Interest on debt securities may be at fixed, variable or floating rates. The Fund may invest without limitation in debt securities rated below “Baa” by Moody’s Investor Services, Inc. or “BBB” by Standard & Poor’s Corporation or below investment grade by other recognized rating agencies, or in unrated securities. Lower rated securities are speculative and may be in default. The Master Fund may also invest in loans and other direct debt instruments that are interests in amounts owed to another party by a company or other borrower. Debt securities acquired by the Master Fund may include securities with contractual or legal restrictions on resale to the general public, but that may be sold to institutional buyers in accordance with Rule 144A under the Securities Act. Derivative Instruments Moab Partners may use various derivative instruments, including futures, options, forward contracts, swaps and other derivatives that may be volatile and speculative. The use of derivatives involves risks different from, or possibly greater than, the risks

associated with investing directly in securities or more traditional investments, depending upon the characteristics of the particular derivative and the Master Fund’s portfolio as a whole. Derivatives permit the Master Fund to increase or decrease the level of risk of its portfolio, or change the character of the risk to which its portfolio is exposed, in much the same way as the Master Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. Derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the Master Fund’s performance. If the Master Fund invests in derivatives at inopportune times or judges market conditions incorrectly, such investments may lower the Master Fund’s return or result in a loss. The Master Fund also could experience losses if derivatives are poorly correlated with its other investments, or if the Master Fund is unable to liquidate its position because of an illiquid secondary market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid, and unpredictable changes in the prices for derivatives. It should be noted that the Sub-Advisory Fund investment objectives, investment guidelines and the types of investments that such portfolio will hold are individually negotiated and established between Moab Partners and the Sub-Advisory Fund, and may have the same risks as included above. It is critical that Moab Advisory Clients, investors and prospective investors refer to the relevant confidential private offering memorandum, explanatory memorandum and/or other governing documents for a complete understanding of the material risks involved in relation to the Moab Advisory Clients’ investment strategies and methods of analysis. The information contained herein is a summary only and is qualified in its entirety by such documents.

ITEM 9 – DISCIPLINARY INFORMATION If there are legal or disciplinary events that are material to a client’s or prospective client’s evaluation of your advisory business or the integrity of your management, disclose all material facts regarding those events. Items 9.A, 9.B, and 9.C list specific legal and disciplinary events presumed to be material for this Item. If your advisory firm or a management person has been involved in one of these events, you must disclose it under this Item for ten years following the date of the event, unless (1) the event was resolved in your or the management person’s favor, or was reversed, suspended or vacated, or (2) you have rebutted the presumption of materiality to determine that the event is not material. For purposes of calculating this tenyear period, the “date” of an event is the date that the final order, judgment, or decree was entered, or the date that any rights of appeal from preliminary orders, judgments or decrees lapsed. Items 9.A, 9.B, and 9.C do not contain an exclusive list of material disciplinary events. If your advisory firm or a management person has been involved in a legal or disciplinary event that is not listed in Items 9.A, 9.B, or 9.C, but nonetheless is material to a client's or prospective client's evaluation of your advisory business or the integrity of its management, you must disclose the event. Similarly, even if more than ten years have passed since the date of the event, you must disclose the event if it is so serious that it remains material to a client’s or prospective client’s evaluation. Item 9.A

A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which your firm or a management person 1.

was convicted of, or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a misdemeanor that involved investments or an investmentrelated business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy to commit any of these offenses;

2.

is the named subject of a pending criminal proceeding that involves an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses;

3.

was found to have been involved in a violation of an investment-related statute or regulation; or

4.

was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, your firm or a management person from engaging in any investment-related activity, or from violating any investment-related statute, rule, or order

Not applicable.

Item 9.B

An administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority in which your firm or a management person 1.

was found to have caused an investment-related business to lose its authorization to do business; or

2.

was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency or authority (a)

denying, suspending, or revoking the authorization of your firm or a management person to act in an investment-related business;

(b)

barring or suspending your firm’s or a management person's association with an investment-related business;

(c)

otherwise significantly limiting your firm’s or a management person's investment-related activities; or

(d)

imposing a civil money penalty of more than $2,500 on your firm or a management person.

Not applicable.

If you or any of your management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities, disclose this fact. Not applicable.

Item 10.C

Describe any relationship or arrangement that is material to your advisory business or to your clients that you or any of your management persons have with any related person listed below. Identify the related person and if the relationship or arrangement creates a material conflict of interest with clients, describe the nature of the conflict and how you address it. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

broker-dealer, municipal securities dealer, or government securities dealer or broker investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) other investment adviser or financial planner futures commission merchant, commodity pool operator, or commodity trading advisor banking or thrift institution accountant or accounting firm lawyer or law firm insurance company or agency pension consultant real estate broker or dealer sponsor or syndicator of limited partnerships

Moab Partners serves as the investment manager to the Funds. Moab Partners’ employees or their related persons also invest directly in the Funds. It should be noted that investments in the Funds made by such parties are not subject to the management fees or performance-based fees described in Item 5 above. An affiliate of Moab Partners, Moab GP, LLC, serves as general partner to the Master Fund. Moab Partners serves as the investment sub-adviser to the Sub-Advisory Fund. As the investment sub-adviser to the Sub-Advisory Fund, Moab Partners is subject to the terms and conditions of the respective investment management agreements and to the powers of the investment advisers to the Sub-Advisory Fund. The investment adviser to the Sub-Advisory Fund is an affiliate of Moab Partners.

If you are an SEC-registered adviser, briefly describe your code of ethics adopted pursuant to SEC rule 204A-1 or similar state rules. Explain that you will provide a copy of your code of ethics to any client or prospective client upon request. The Adviser’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”). The Code applies to the Adviser’s access persons (which term includes all employees of the Adviser) and sets forth a standard of business conduct that takes into account the Adviser’s status as a fiduciary and requires access persons to place the interests of Moab Advisory Clients and Investors above their own interests. The Code requires access persons to comply with applicable federal securities laws. Further, access persons are required to promptly bring violations of the Code to the attention of the Adviser’s Chief Compliance Officer. All access persons are provided with a copy of the Code and are required to acknowledge receipt of the Code on at least an annual basis. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by access persons. The Adviser’s access persons must provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an access person. In addition, the Adviser’s access persons must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1 and must seek pre-clearance before engaging in ANY transactions involving Reportable Securities in his or her personal account. In addition, the Code of Ethics ensures the protection of nonpublic information about the activities of the funds and accounts managed by the Adviser. Moab Advisory Clients may obtain a copy of the Adviser’s Code of Ethics by contacting the Chief Compliance Officer at 212-981-2647.

Item 11.B

If you or a related person recommends to clients, or buys or sells for client accounts, securities in which you or a related person has a material financial interest, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. Examples: (1) You or a related person, as principal, buys securities from (or sells securities to) your clients; (2) you or a related person acts as general partner in a partnership in which you solicit client investments; or (3) you or a related person acts as an investment adviser to an investment company that you recommend to clients As explained in Item 10.C above, Moab Partners serves as the investment manager to the Funds and serves as the investment sub-adviser to the Sub-Advisory Fund. Moab Partners’ employees or their related persons also invest directly in the Moab Funds. It should be noted that such investments are not subject to the Management Fee or Incentive Fee/Performance Allocation fees described in Item 5 above. An affiliate of Moab Partners, Moab GP, LLC, serves as general partner to the Master Fund.

Item 11.C

If you or a related person invests in the same securities (or related securities, e.g., warrants, options or futures) that you or a related person recommends to clients, describe your practice and discuss the conflicts of interest this presents and generally how you address the conflicts that arise in connection with personal trading. Related person transactions must be made strictly in accordance with the Adviser’s Code of Ethics and the terms of the offering described in any applicable investment product’s offering materials. The Adviser and its related persons and entities generally are not permitted to purchase or sell any securities that they know will be, or currently are being, purchased or sold for the account of a Moab Advisory Client. Employees of Moab Partners are generally restricted from trading in distressed debt securities, bank debt, swaps and options and certain limitations are placed on trading in common and preferred equity securities. In addition, the Adviser’s Code of Ethics requires employees to obtain prior written approval from the Chief Compliance Officer before engaging in any transactions in Reportable Securities his/her personal account. Such employee transactions will be reviewed in the best interests of the Moab Advisory Clients and will be denied by the Chief Compliance Officer if there is risk of potential adverse consequences to the Moab Advisory Clients. The Chief Compliance Officer reviews access persons’ personal transaction reports to make sure each access person is conducting his or her personal securities transactions in a manner that is consistent with the Code. As noted, the Advisers’ related persons and related entities have investments in the Moab Funds.

The Adviser is not obligated by contract to buy, sell or recommend for the Moab Advisory Clients any security or other investment that may be bought, sold or recommended for other clients or for each Adviser’s own or related persons’ account, but the Adviser will fairly allocate the investment opportunity or ability to dispose of the investment in the event of an actual conflict. Moab Partners may recommend trades for such other persons (including the Moab Funds and the SubAdvisory Fund) that are different from trading decisions made on behalf of any other Moab Advisory Client. The Advisers’ affiliated parties may have conflicts of interest in allocating their time between management of the Moab Advisory Clients and other activities, in allocating investments among the Moab Advisory Clients, and in effecting transactions for the Moab Advisory Clients, including ones in which the affiliated parties may have a greater financial interest.

ITEM 12 – BROKERAGE PRACTICES Item 12.A.1

Describe the factors that you consider in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). 1.

Research and Other Soft Dollar Benefits. If you receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions (“soft dollar benefits”), disclose your practices and discuss the conflicts of interest they create. a.

Explain that when you use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, you receive a benefit because you do not have to produce or pay for the research, products or services.

b.

Disclose that you may have an incentive to select or recommend a broker-dealer based on your interest in receiving the research or other products or services, rather than on your clients’ interest in receiving most favorable execution.

c.

If you may cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), disclose this fact.

d.

Disclose whether you use soft dollar benefits to service all of your clients’ accounts or only those that paid for the benefits. Disclose whether you seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate.

e.

Describe the types of products and services you or any of your related persons acquired with client brokerage commissions (or markups or markdowns) within your last fiscal year.

f.

Explain the procedures you used during your last fiscal year to direct client transactions to a particular broker-dealer in return for soft dollar benefits you received.

Moab Partners is responsible for the placement of the portfolio transactions in the Moab Advisory Client’s portfolios and the negotiation of any commissions or spreads paid on such transactions. Portfolio securities are at times purchased through brokers on securities exchanges, while other securities transactions occur over-the-counter. Securities transactions will be executed by brokers selected solely by Moab Partners in its discretion. In placing portfolio transactions with brokers, Moab Partners will seek to obtain best execution, taking into account the best combination of brokerage expenses and execution quality. In evaluating “execution quality,” historical net prices (after markups, markdowns or other transaction-related compensation) on other transactions will be a principal factor, but other factors will also be relevant, including the execution, clearance, and settlement and error correction capabilities of the broker

or dealer generally and in connection with securities of the type and in the amounts to be bought or sold; the broker’s or dealer’s willingness to commit capital; its reliability and financial stability; the size of the transaction; the availability of securities to borrow for short sales; the market for the security; and the ability of the broker to refer clients to Moab Partners (if otherwise consistent with seeking best execution and provided Moab Partners is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of Investors). Moab Partners has no obligation to deal with any broker or dealer in executing transactions. Depending on one or more of the above factors, transactions may not be executed at the lowest possible commission rate. Although Moab Partners has the discretion to utilize “soft dollars” Moab Partners has never utilized such discretion and is not currently engaged in any soft dollar relationships. Moab Partners may use “soft dollar” benefits generated from brokerage transactions with some brokers to obtain research products and services for the benefit of its clients. When Moab Partners uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Moab Partners receives a benefit because it does not have to produce or pay for the research, products or services. It is also noted that Moab Partners may have an incentive to select or recommend a brokerdealer based on Moab Partners’ interest in receiving the research or other products or services, rather than on the relevant client’s interest in receiving most favorable execution. Research services furnished by brokers could include advice, analysis and reports used to provide lawful and appropriate assistance to Moab Partners in making investment decisions for its clients. The types of research Moab Partners may acquire include reports on or other information about particular companies or industries; economic data such as unemployment reports, inflation rates or gross domestic product figures; recommendations as to specific securities; financial publications relating to the subject matter of Section 28(e); portfolio evaluation services and financial database software and services. The types of brokerage services Moab Partners may use include execution clearing and settlement services; exchange of messages among brokers, custodians and institutions; and communication services related to the execution, clearing and settlement of securities transactions and other incidental services. Moab Partners may compensate its prime broker for recordkeeping, custodial and related services to the Moab Advisory Clients through brokerage compensation. Additionally, a Moab Advisory Client may effect transactions with market makers on a principal basis in recognition of such market makers’ provision of services or products used in connection with its activities. Since commission rates in the United States are negotiable, selecting brokers on the basis of considerations that are not limited to applicable commission rates may at times require Moab Partners to “pay up” for soft dollar benefits, resulting in higher transaction costs than would otherwise be obtainable. Research and brokerage services provided by broker-dealers may be utilized by Moab Partners or its affiliates in connection with its investment services directly for one or more client portfolios.

Item 12.A.2

Brokerage for Client Referrals. If you consider, in selecting or recommending broker-dealers, whether you or a related person receives client referrals from a broker-dealer or third party, disclose this practice and discuss the conflicts of interest it creates. a.

Disclose that you may have an incentive to select or recommend a brokerdealer based on your interest in receiving client referrals, rather than on your clients’ interest in receiving most favorable execution.

b.

Explain the procedures you used during your last fiscal year to direct client transactions to a particular broker-dealer in return for client referrals.

Moab Partners may, and does, place transactions with a broker or dealer that (i) provides Moab Partners with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers Investors to the Funds (or an affiliate). Because such referrals, if any, are likely to benefit Moab Partners and its affiliates, but will provide an insignificant (if any) benefit to Investors, Moab Partners will have a conflict of interest with the Funds when allocating Fund brokerage business to a broker who has referred Investors to the Funds. To prevent Fund brokerage commissions from being used to pay Investor referral fees, Moab Partners will not allocate Fund brokerage business to a referring broker unless Moab Partners determines in good faith that the commissions payable to such broker is consistent with seeking best execution; provided Moab Partners is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of Investors. Item 12.A.3

Directed Brokerage. a.

If you routinely recommend, request or require that a client direct you to execute transactions through a specified broker-dealer, describe your practice or policy. Explain that not all advisers require their clients to direct brokerage. If you and the broker-dealer are affiliates or have another economic relationship that creates a material conflict of interest, describe the relationship and discuss the conflicts of interest it presents. Explain that by directing brokerage you may be unable to achieve most favorable execution of client transactions, and that this practice may cost clients more money.

b.

If you permit a client to direct brokerage, describe your practice. If applicable, explain that you may be unable to achieve most favorable execution of client transactions. Explain that directing brokerage may cost clients more money. For example, in a directed brokerage account, the client may pay higher brokerage commissions because you may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices.

Not applicable.

While Moab Partners believes combining orders in this way will, over time, be advantageous to all participants, in particular cases the price could be less advantageous to a particular Moab Advisory Client than if such Moab Advisory Client had been the only account effecting the transaction or had completed its transaction before the other participants.

ITEM 13 – REVIEW OF ACCOUNTS Item 13.A

Indicate whether you periodically review client accounts or financial plans. If you do, describe the frequency and nature of the review, and the titles of the supervised persons who conduct the review. The Master Fund’s portfolio is regularly reviewed and its performance is analyzed on a daily basis. Certain positions are marked daily by JP Morgan and reviewed at the end of each month by the Funds’ administrator, Maples Fund Services. Those positions not marked by JP Morgan are marked by the General Partner and/or the Portfolio Manager/Chief Compliance Officer. Sources used by the administrator include, but are not limited to, FTI Data Interactive and Bloomberg. Trading prices and order sizes in the Master Fund’s portfolios are discussed and reviewed by the investment personnel and compliance personnel, if applicable. In the case of the Sub-Advisory Fund, it is the responsibility of the owner of such fund to value the Sub-Advisory Fund’s portfolio and Moab Partners will rely on these valuations as provided by the account owners. Valuations will follow the guidelines as set forth in the individually negotiated investment management agreements.

Item 13.B

If you review client accounts on other than a periodic basis, describe the factors that trigger a review Please see Item 13.A. The accounts are under continuous review.

If someone who is not a client provides an economic benefit to you for providing investment advice or other advisory services to your clients, generally describe the arrangement, explain the conflicts of interest, and describe how you address the conflicts of interest. For purposes of this Item, economic benefits include any sales awards or other prizes. Not applicable.

To ensure compliance with Rule 206(4)-2 under the Advisers Act, Moab Partners will be required to reasonably believe that all Investors will be provided with audited financial statements for their respective Fund prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of the end of such Fund’s fiscal years (i.e., generally by April 30). Investors should carefully review the audited financial statements of the Funds. Moab Partners does not have custody over the cash or securities of the Sub-Advisory Fund.

Prospective Investors are provided with a confidential private offering memorandum prior to their investment and are encouraged to carefully review such confidential private offering memorandum, along with all other relevant Fund materials, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective Investors should also consult with their legal, tax, or other advisors prior to making any investment. Prospective Investors must also execute a subscription agreement, in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Further, prospective Investors in the Master Fund must execute a limited partnership agreement. In the case of the Sub-Advisory Fund, Moab Partners has tailored the investment objectives to the specific objectives/restrictions/guidelines of the Sub-Advisory Fund and has individually negotiated the terms and fees for the Sub-Advisory Fund, which are different from those of the other Moab Advisory Clients. Moab Partners has obtained discretionary authority over the Sub-Advisory Fund through the respective investment management agreement with the Sub-Advisory Fund.

ITEM 17 – VOTING CLIENT SECURITIES Item 17.A

If you have, or will accept, authority to vote client securities, briefly describe your voting policies and procedures, including those adopted pursuant to SEC rule 206(4)6. Describe whether (and, if so, how) your clients can direct your vote in a particular solicitation. Describe how you address conflicts of interest between you and your clients with respect to voting their securities. Describe how clients may obtain information from you about how you voted their securities. Explain to clients that they may obtain a copy of your proxy voting policies and procedures upon request. Moab Partners understands and appreciates the importance of proxy voting. To the extent that Moab Partners has discretion to vote the proxies on behalf of the Moab Advisory Clients, Moab Partners will vote any such proxies in the best interests of the Moab Advisory Clients and Investors (as applicable) and in accordance with set compliance procedures. Moab Partners has appointed Institutional Shareholder Services, Inc. (“ISS”), an independent proxy voting service, to manage the receipt of incoming proxies, maintain a log of all proxies and place votes on Moab Partner’s behalf. In general, Moab Partners believes that voting proxies in accordance with ISS’s recommendations will be in the best interests of the Moab Advisory Clients, which is why Moab will by default vote the proxy in accordance with those recommendations. However, if Moab Partners determines that it is in the best interests of the Moab Advisory Clients to deviate from the default rule in any particular instance, Moab Partners may vote a proxy in any manner it deems is in the best interests of the Moab Advisory Client. Moab Partners will periodically, among other things, (a) reviews ISS’ business and internal policies and procedures to identify and address any conflicts of interest, (b) assesses whether ISS has the requisite expertise and capacity to adequately analyze proxy issues, and (c) samples proxy votes to ensure that ISS has voted proxies in accordance with the Moab Partner’s policy. If Moab Partners determines that it is in a Moab Advisory Client’s best interest to vote differently from the ISS recommended vote, the Portfolio Manager may direct the Moab Advisory Client’s vote accordingly. The Portfolio Manager will assess whether any material conflicts of interest exist. If a conflict is identified, the Portfolio Manager will then make a determination (which may be in consultation with outside legal counsel) as to whether the conflict is material or not. If no material conflict is identified pursuant to its set procedures, the Portfolio Manager (with the assistance of a particular analyst) may analyze the proxy and determine whether to vote in line with ISS recommendations or in accordance with the manner that Moab views may be in the best interests of the Moab Advisory Client. Moab Partners will document the rationale underlying any proxy vote that differs from ISS’ recommendations. Moab Partners keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received and internal documents created that were material to voting decisions and each client request for proxy voting records and Moab Partners’ response for the previous five years. Under the services contract between Moab Partners and ISS, ISS maintains most of Moab Partner’s proxyvoting records, which Moab Partner has the ability to access remotely.

If you have any questions about Moab Partners’ proxy policy, its proxy record-keeping procedures or if you would like any detailed information about how proxies are actually voted, please call the Chief Compliance Officer at 212-981-2647.

Show parenthetically the market or fair value of securities included at cost.

3.

Qualifications of the independent public accountant and any accompanying independent public accountant’s report must conform to Article 2 of SEC Regulation S-X.

Not applicable. Item 18.B

If you have discretionary authority or custody of client funds or securities, or you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, disclose any financial condition that is reasonably likely to impair your ability to meet contractual commitments to clients. The Adviser is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to the Moab Advisory Clients.