NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.

The Benedict Fund and D3 Funds share some common investment attributes such as a focus on low risk of permanent loss and high potential for long-term gain, management committed to building shareholder value, a strong competitive position, manageable debt load, and a catalyst for value realization. Both funds seek to develop a behavior and analytical advantage by employing a strict quantitative screen and a fundamental checklist in an effort to limit common human investing errors. The errors they seek to avoid include paying a price above fair value, investing in businesses of low quality, focusing excessively on short-term company prospects, or making investment decisions based on variables of low importance. However, the Benedict Fund and D3 Funds' strategies differ in major ways. The differences include company size (micro vs. small caps), holding period (one to two years vs. five to seven years), activism (passive vs. highly active), growth (modest vs. significant increase in earnings per share), and selling discipline (external catalysts vs. fundamental change or valuation). The Benedict Fund's objective is to achieve long-term gain and to outperform the Russell 2000 Index over a full market cycle by investing in a small portfolio of public companies whose long-term prospects for growth in value either have been misunderstood significantly or are not recognized at all by the public markets. The D3 Funds seek real, after-tax gain and capital preservation by making significant investments in the equity securities of what they believe to be under-researched, undervalued companies.

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