Shapiro Capital Management LLC

Item 5 – Fees and Compensation

SCM’s standard advisory fee schedule by strategy is provided below. There is no standard fee schedule
for the Balanced Strategy or for model delivery clients. Fees charged by SCM are generally negotiable
depending on the size of the account, scope and complexity of the services and other factors. Because the
fees are negotiable, the actual fees paid by any client may differ from the fee schedule below. Clients
invested through another adviser or a wrap fee program will also pay a fee to that intermediary above and
beyond the fee that is paid to SCM. You should refer to your adviser’s or wrap program sponsor’s brochure
for a description of the fees and compensation they receive.
Small Cap Strategy
0.90% on the first $100 million
0.85% on the next $100 million
0.80% over $200 million

Enhanced Small Cap Strategy
0.875% on the first $100 million
0.825% on the next $100 million
0.775% over $200 million

All Cap Strategy
0.75% on the first $100 million
0.725% on the next $100 million
0.70% over $200 million

Mid Cap / SMID Cap Strategy
0.80% on the first $100 million
0.75% on the next $100 million
0.70% over $200 million

SCM generally bills clients on a quarterly basis for management of assets in the preceding three months.
The amount is typically based upon the portfolio value of the account at the end of the quarter. If the
account is not managed for the entire quarter, a prorated bill is sent reflecting the days the account was
actually under management. Similarly, intra-quarter cash flows into or out of the account are prorated for
the number of days held in the account subject to a minimum amount of $25,000 and at least 5% of the
portfolio. These terms are used unless different billing procedures are mutually agreed upon in writing in
the investment advisory agreement.
Per a client’s request, certain billing may take place in advance. Billing arrangements may fluctuate based
on specific client types (e.g., wrap fee programs, etc.). For clients who are billed in advance, a prorated
refund will be calculated in the case of termination.
A client may elect to be billed directly for fees or authorize its custodian to deduct SCM’s advisory fees
from its account.
Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Upon termination
of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will
be due and payable.
SCM’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses
which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers,
and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot
differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage
accounts and securities transactions. Mutual funds and exchange traded funds also charge internal
management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are
exclusive of and in addition to SCM’s fee, and SCM shall not receive any portion of these commissions,
fees, and costs. Item 12 - Brokerage Practices in this Brochure further describes the factors that SCM
considers in selecting or recommending broker-dealers for client transactions and determining the
reasonableness of their compensation (i.e., commissions).

Item 7 – Types of Clients
SCM provides investment advice for high net-worth individuals, investment companies on a sub-advised
basis, foundations, endowments, pension and profit-sharing plans, trusts, corporations, estates, and
financial intermediaries such as broker-dealers and other registered investment advisers. SCM does not
serve as trustee on any accounts.

SCM generally maintains a $500,000 minimum for opening an account but may increase or lower that
requirement at any time at its discretion depending upon particular circumstances. Unless stated otherwise
in the investment advisory agreement, a client or SCM may terminate the investment management
relationship upon 30 days’ written notice. Upon termination, the fees due to the firm shall be prorated.