United Value Capital LLC

FEES AND COMPENSATION
MANAGEMENT FEE FOR PORTFOLIO MANAGEMENT SERVICES
        UVC’s compensation from separately managed account clients may take the form of either: (a) a
        fee based on a percentage of the client’s assets under management (the “Management Fee”) as
        shown in the table below:

                                            Percentage of Assets Under Management per
     Account Balance                        Annum

     UP TO $100,000                          1.5 percent per annum
     AMOUNT OVER $100,000                    1 percent per annum

or (b) a performance or incentive-based fee (the “Performance Fee”) for Qualified Purchasers only.
Qualified purchaser clients who qualify under Rule 164-2-1 of the Utah Administrative Code are defined
as having $750,000 under management with UVC or a net worth of at least $1.5 million. Qualified
purchaser clients can choose either (not both) fee structure for their account(s). UVC’s Performance Fee
will be assessed annually to qualified purchasers and is 20.0% of the increase in an account’s net assets
during such calendar year above a 5% return threshold, coinciding with a high-water mark. The
performance-based fee is calculated based on the gains less the losses in the clients account for a period
no less than one year.

For example, if a client’s account returned 5% or lower during any calendar year, UVC would be entitled
to no fees. If a client’s account returned 5% or higher during any calendar year, UVC would be entitled
to 20% of all profits over that 5% return. The following table helps explain the structure with
hypothetical returns and fees associated:

     Client Account Annual Return           Advisor Fee
     Less than 5%                           $0
     5%                                     $0
     6%                                     20% of the 1% return in excess of the 5% hurdle rate
     9%                                     20% of the 4% return in excess of the 5% hurdle rate

UVC believes this structure reasonable as it strongly aligns pay for performance thereby ensuring UVC
only gets paid if the client first gets a satisfactory return. Once the 5% hurdle rate is met in a calendar
year, then UVC shares 20% of all profits in excess of 5%. Please also reference the following section
“Performance-Based Fees/Side-By-Side Management”.

UVC does not negotiate its Management Fee or Performance Fee, but does offer discounts to select
friends, employees, and family.

UVC charges the Management Fee at the end of each calendar quarter and does not accept pre-payment or
payment in advance. As the Management Fees are charged in arrears, UVC does not offer refunds as
services have already been performed. For the first quarter a Client engages UVC or if a Client terminates
the service during the quarter, the fee will be prorated for only those days that UVC rendered its services.

For Clients that provide written authorization to their broker-dealer/custodian, UVC will arrange to have
its fees automatically deducted from the Client’s brokerage account. In this case, the Client’s broker-
dealer/custodian will send statements, at least quarterly, to the Client that will reflect the fee paid to UVC,
but the Client should verify the accuracy of fees paid.

UVC requests all Clients allow for the direct deduction of fees, but for those Clients that do not, UVC will
send directly to the Client an invoice for UVC’s fees. This invoice will require payment within thirty days
after the mailing date on the invoice.

        PERFORMANCE-BASED FEES/ SIDE-BY-SIDE
                  MANAGEMENT
UVC plans to manage accounts that charged performance-based fees alongside accounts that are charged
a fixed fee. This creates a conflict of interest that might incentivize UVC to favor accounts that are
charged the Performance Fee. This conflict of interest is mitigated by the fact that UVC’s principal
derives only a small portion of his overall income from UVC and the structure of the Performance Fee is
such that a satisfactory annual return does not pay substantially (if any) more than the Management Fee.
Scenarios and explanations comparing and detailing the two types of fee structures are covered
extensively with all clients in the Initial Consultation.

TYPES OF CLIENTS
UVC will provide advisory services to various types of Clients, including:

    •   Individuals: The majority of UVC’s Clients will be qualified purchasers and individuals seeking
        management services for their personal accounts. UVC requires a minimum initial account value
        of $100,000. There are no other conditions for opening or maintaining an account. Note: UVC
        may waive the minimum for select friends and family.

    •   Small Businesses and Non-Profits: Occasionally, UVC will provide advisory services to small
        businesses and non-profits seeking management services for their organization’s interests.
        Portfolio Management Services will be restricted to small businesses and non-profits with an
        initial minimum account value of $250,000. There are no other conditions for opening or
        maintaining an account. Note: UVC may waive the minimum for select non-profits at UVC’s
        discretion.