Granite Value Capital LLC

Item 5 Fees and Compensation
Portfolio Management Services
Our annual fee for portfolio management services are based on a percentage of the assets we
manage and is set forth in the following fee schedule:

                   PORTFOLIO VALUE                                                      ANNUAL FEE

                   Up to $2,500,000.................................................................. 1.00%

                  $2,500,001 to $5,000,000....................................................... 0.85%

                  $5,000,001 to $7,500,000....................................................... 0.75%

                  $7,500,001 to $10,000,000..................................................... 0.65%

                   Over $10,000,000 ……......................................................... 0.60%

Our annual portfolio management fee is billed and payable quarterly in arrears based on the value of
your account on the last day of the previous quarter. If the agreement for services is executed at any
time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means
that the advisory fee is payable in proportion to the number of days in the quarter for which you are a
client.

Our advisory fee is negotiable, depending on individual client circumstances. At our discretion, we may
combine the account values of family members living in the same household to determine the
applicable advisory fee. For example, we may combine account values for you and your minor
children, joint accounts with your spouse, and other types of related accounts. Combining account
values may increase the asset total, which may result in your paying a reduced advisory fee based on
the breakpoints in our fee schedule stated above.

Our Agreement and/or the separate agreement you sign with the Financial Institution(s) for custodial
and brokerage services may authorize our firm through the Financial Institution(s) to debit your account
for the amount of our management fee and to directly remit that management fee to our firm in
accordance with applicable custody rules. The Financial Institution(s) we recommend have agreed to
send a statement to you, at least quarterly, indicating all amounts disbursed from your account
including the amount of management fees paid directly to our firm. You should review all statements
for accuracy. We will also receive a duplicate copy of your account statements. Please refer to
the Brokerage Practices section below for additional disclosures on the Financial Institutions we
recommend.

The Agreement for services will continue in effect until terminated by either party pursuant to the terms
of the Agreement. You will incur a pro rata charge for services rendered prior to the termination of the
Agreement, which means you will incur advisory fees only in proportion to the number of days in the

quarter for which you are a client. Refunds are not applicable as our fees are payable quarterly in
arrears.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange-traded funds (ETFs). The fees that you pay to our firm for investment
advisory services are separate and distinct from the fees and expenses charged by mutual funds or
ETFs (described in each fund's prospectus) to their shareholders. These fees will generally include a
management fee and other fund expenses. You will also incur transaction charges and/or brokerage
fees when purchasing or selling securities. These charges and fees are typically imposed by the
broker-dealer or custodian through whom your account transactions are executed. We do not share in
any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To
fully understand the total cost you will incur, you should review all the fees charged by mutual funds,
exchange-traded funds, our firm, and others. For information on our brokerage practices, please refer
to the "Brokerage Practices" section of this Disclosure Brochure.

Item 7 Types of Clients
We offer investment advisory services to individuals, high net worth individuals, pension and profit
sharing plans, trusts, estates, charitable organizations, other advisors, corporations, and other
business entities.

In general, we require a minimum portfolio of $1,000,000 to establish an advisory relationship. At our
discretion, we may waive this minimum account size. For example, we may waive the minimum if you
appear to have significant potential for increasing your assets under our management. We may also
combine account values for you and your minor children, joint accounts with your spouse, and other
types of related accounts to meet the stated minimum.