Services Shah Capital Management, Inc. (“Shah Capital”) is an SEC-registered investment adviser with our principal place of business located in Raleigh, North Carolina. Shah Capital began conducting business in January 2005. Himanshu H. Shah, President and Chief Investment Officer of Shah Capital, is also the principal shareholder of the firm. Shah Capital is a Global Investment Firm employing contrarian investment philosophy with an emphasis on turnarounds and special situations. It offers investment management services solely through a Separately Managed Wrap Fee Program (the "Program") and a private Limited Partnership in a Master- Feeder Fund structure (private funds). We sponsor the Program which is currently closed to new clients (except in extraordinary cases and in Shah Capital's sole discretion). The private limited partnership is closed to new investors. This Program Brochure is limited to describing the services, fees, and other necessary information clients should consider prior to becoming a client within the Program. For a complete description of the other services offered by our firm and the fees charged for those services, clients should refer to our Form ADV Part 2: Firm Brochure. You may obtain a copy of our Firm Brochure by contacting us at 919-719-6361 or chaya@shahcapital.com. Program Description Shah Capital sponsors and acts as the sole investment manager to the Program. A Separately Managed Wrap Fee program is an investment management program that provides the client with advisory and brokerage execution services for a single all-inclusive fee. The client is not charged separate fees for these respective components of the total service. Shah Capital constructs and manages the client’s Program portfolio based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's personal Investor Profile. After an analysis of the information provided in the Investor Profile, Shah Capital develops an appropriate investment strategy for the client’s Program account. Shah Capital manages Program accounts on a discretionary basis only. Account supervision is guided by the stated objectives of the client (i.e., maximum capital appreciation, growth, income, or growth and income). Clients give us discretionary authority when they sign an advisory agreement with our firm and may limit this authority by giving us written instructions. Clients may also change/amend such limitations by once again providing us with written instructions. Shah Capital offers advice through the Program with respect to portfolios which may include any of the following securities:
• Exchange-listed securities, including individual equities and exchange traded funds (ETFs);
• Securities traded over-the-counter;
• Foreign issuers;
• Certificates of deposit;
• Municipal securities;
• No load or load waived mutual fund shares; and
• United States governmental securities. 5. We intend to primarily allocate the client’s investment management assets, on a discretionary basis, among exchange-listed securities in accordance with the investment objectives of the client. In general, the cash position in the Program accounts may vary from 15-40% at any given time. All investments among the Program accounts are more or less the same. The investment strategy of the Program is a long-only price-conscious portfolio management strategy with no short selling or options trading. Accounts are more liquid with lower securities concentration and international exposure. Portfolio weighting among securities and market sectors will be determined by each client's individual needs and circumstances. Clients will have the opportunity to place reasonable restrictions on the types of investments which will be made on the client's behalf. Mutual funds and ETFs will be selected on the basis of any or all of the following criteria: the fund's performance history; the industry sector in which the fund invests; the track record of the fund's manager; the fund's investment objectives; the fund's management style and philosophy; and the fund's management fee structure and expense ratio. Shah Capital will monitor accounts regularly and rebalance as needed. If Shah Capital believes that a particular investment is performing inadequately, or if Shah Capital believes that a different investment is more suitable, then Shah Capital will recommend a different investment and reinvest the client’s assets accordingly. Shah Capital’s clients are advised to promptly notify Shah Capital if there are ever any changes in their financial situation or investment objectives which may impact how their account should be managed or if they wish to impose any reasonable restrictions upon Shah Capital’s management services. Directed Brokerage. We generally recommend that Program clients utilize the brokerage and clearing services of Charles Schwab & Co., Inc., an unaffiliated, FINRA-member broker dealer, and its affiliates (collectively referred to as “Schwab”). Shah Capital may only implement its investment management recommendations after the client has arranged for, and furnished Shah Capital with information and authorization. Shah Capital has evaluated Schwab and believes that it will provide Shah Capital clients with a blend of execution services, costs and professionalism that will assist Shah Capital in meeting its fiduciary obligations to clients. The designation of a broker other than Schwab would generally be incompatible with the Program platform. As such, Shah Capital reserves the right to decline acceptance of any client account for which the client directs the use of a broker dealer/custodian other than Schwab. Clients should note that Shah Capital participates in the institutional customer program (“the Schwab Program”) offered to independent investment advisers by Schwab. Shah Capital receives certain benefits from Schwab through its participation in the program (Refer to the “Benefits Received” Section of Item 9 below for additional information). In evaluating Shah Capital’s arrangement with Schwab, the client should recognize that brokerage commissions for the execution of transactions in the client’s Program account are not negotiated by Shah Capital among various broker dealers on a trade-by-trade basis, and best execution may not be achieved. In fact, transactions in the client’s Program account are effected ‘net,’ i.e., without separate commission charge to the client, and a portion of the wrap fee is generally considered as being in lieu of commissions. The client should consider therefore that, depending upon the level of the wrap fee charged, the amount of portfolio activity in the client’s account, the value of custodial and other services which are provided under the arrangement, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately and if Shah Capital were to negotiate commissions and seek best price and execution of transactions for the client’s account. Not all advisers require clients to direct it use a particular broker dealer, though the sponsors of wrap fee programs often do. 6. Program Fees and Costs Clients in the Program shall pay an annual fee of 1.4% based upon a percentage of the market value of assets held in clients’ accounts including cash and cash equivalents managed by Shah Capital. Shah Capital’s annual fee shall be charged quarterly, in advance, based upon the market value of the assets on the last day of the previous quarter as valued by the Custodian, Schwab. The annual fee shall be prorated for partial calendar quarters. The custodian determines the market value of client account securities where client accounts are held. As a condition for participating in the Program, Shah Capital generally imposes a minimum annual fee of $600. This minimum fee may have the effect of making the Program impractical for persons with Accounts less than $30,000 in the Program. Shah Capital, in its sole discretion, can waive its minimum annual fee or charge less than the above fee schedule based upon certain criteria including anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client, account retention, and pro bono activities. While Shah Capital does not require a minimum account size for the Program, clients should be aware that accounts with a value under $100,000 will typically, out of necessity, hold fewer positions in higher concentrations than other client accounts. As a result, these accounts may experience a greater degree of volatility. As sponsor and sole portfolio manager to the Program, Shah Capital generally retains the portion of the fee paid by the client that is not attributable to commissions and other transaction costs, as applicable. What services are covered by the Program fees? The Program fees pay for our firm's advisory services to clients under the Program, administrative expenses of the Program, custody charges for clients' assets custodied at Schwab and brokerage services for Program accounts to the extent trades are conducted through Schwab. What services are not covered by the Program fees? All fees paid to Shah Capital by Program accounts for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or exchange-traded funds (ETFs) to their shareholders. The Program fees do not include expenses of mutual funds and exchange traded funds such as fund management fees charged to each fund's investors, exchange fees, transfer taxes, odd-lot differentials, or certain administrative fees for wire transfers or certificate issues as well as applicable administrative fees charged by Shah Capital as described above. In the case of mutual funds, the fund’s fees and expenses are described in its prospectus. These will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. Accordingly, the client should review both the fees

charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. As applicable, clients will also separately incur foreign broker’s fees on trades placed on foreign stock exchanges. Clients may incur charges for other account services provided not directly related to the execution and clearing of transactions, including, but not limited to, IRA custodial fees, safekeeping fees, wire transfer fees, interest charges on margin loans, exchange fees, and fees for transfers of securities. Additional Information about Program fees. In considering the investment program described in this Brochure, clients are cautioned that depending on the level of fees charged by the executing broker- dealer, and the amount of portfolio activity in the clients' account, the value of the services provided under this Program may exceed the total cost of such services had they been provided separately. In addition, the Program Fee may be higher or lower than that charged by other sponsors of comparable wrap fee programs. The factors that should be considered by a prospective client include the size of a client’s portfolio, the nature of the investments to be managed, commission costs, custodial expenses, if any, the anticipated level of trading activity and the amount of advisory fees only for managing the 7. client portfolio. General Information Program Fees and Negotiability. The annual fee for the Program is 1.40%. Shah Capital charges its annual fee quarterly, in advance, based upon a percentage of the market value of the assets including cash and cash equivalents on the last day of the previous quarter. The annual fee shall be prorated for partial calendar quarters. In addition, certain family members and personal acquaintances of Shah Capital’s affiliated persons can receive advisory services at a discounted rate which is not available to advisory clients generally. Termination. A client agreement may be canceled at any time, by either party, for any reason upon receipt of 30 days written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. Exchange-Traded Funds. Shares of ETFs held in client accounts are bought and sold on an exchange and not, like mutual funds, directly from the fund itself. The price of ETF shares fluctuates in accordance with changes in the net asset value (NAV) per share, as well as in response to market supply and demand. Accordingly, ETF shares may trade at a price which differs from NAV per share of the ETF. Deposit / Withdrawals. Additional deposits and withdrawals of funds and/or securities to the Program may be made to the Account at any time. Program Fees are calculated pro rata for partial billing periods based upon the value of the assets in the Account and the number of days in the calendar quarter. If the Program is terminated, the Program Fee will be assessed pro rata and refunded to the Client in a timely manner. If additional assets are deposited into the Account after the inception of a quarter that exceeds $100,000, the Program Fee payable with respect to such assets will be prorated based on the number of days remaining in the quarter. Participants may withdraw assets from their Account at any time, subject to the usual and customary securities settlement procedures. For partial withdrawals in excess of $100,000 within a billing period, Shah Capital shall credit the unearned Program Fee towards the next quarter’s Program Fee. However, Shah Capital designs its portfolios as long-term investments and assets withdrawals may impair the achievement of the client’s investment objectives. Additions may be in cash or securities provided that Shah Capital reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Shah Capital may consult with its clients about the options and ramifications of transferring securities. However, clients are advised that when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications. Direct Debiting of Fees. Shah Capital requests authority from the client to debit the Program Fee from the Client’s Account and for the Custodian to remit the fee directly to Shah Capital in accordance with applicable custody rules. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. Additional Considerations. The amount of compensation received by Shah Capital, as a result of the client’s participation in the Program may or may not be more than what Shah Capital would receive if the client paid separately for investment advice, brokerage and other services. Inasmuch as Shah Capital will pay the execution costs of securities transactions executed in Program client accounts, it may also have a disincentive to enter trades on behalf of Program participants. 8. Limited Trade Aggregation. Shah Capital purchases or sell the same securities for several Program clients at approximately the same time (except when it may be required to effect a transaction independently in Program clients’ account due to certain circumstances). Shah Capital combines (although not obligated to) or batches such orders to improve transaction execution or to allocate equitably among Shah Capital’s Program clients differences in prices that might have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated pro rata based on the assets in the clients’ accounts (and clients’ cash needs). To the extent that Shah Capital determines to aggregate client orders for the purchase or sale of securities, including securities in which Shah Capital’s Advisory Affiliate(s) invest, Shah Capital shall generally do so consistently in accordance with the orderly execution of the transactions. Shah Capital shall not receive any additional compensation or remuneration as a result of the aggregation. All the investments among the Program accounts are more or less the same. All participants in a block trade receive the same level of execution and transactions are allocated consistent with these trading procedures so that all participants receive a fair and equitable allocation. In the event that Shah Capital determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include (but are necessarily limited to): (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios with similar mandates; (ii) allocations may be given to one account when one account has limitations to its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an accounts assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, Shah Capital may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. No Aggregation with private limited partnership (private funds): Securities traded by Shah Capital on behalf of the private funds managed by the firm are traded through brokers / custodians other than Schwab. These fund transactions, therefore, are not block-traded with Wrap Fee Program accounts. As a result, non-blocked transactions in the same security may result in Program clients receiving more or less favorable net prices on transactions for an account than would otherwise be the case if the client's account participated in a "blocked" transaction with the private funds. Furthermore, Program clients and private fund clients generally do not strategically transact in the same security at the same time when both sets of clients are eligible to purchase or sell the same security, due to the timing differences of implementing the SMA’s buy and hold risk averse strategy as compared to the more aggressive non-risk averse trading strategy of the fund. Limited Prepayment of Fees. Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Program clients of Shah Capital are solicited (based on their sophistication and eligibility) to invest in the private funds, which invests in more or less the same securities (with some exceptions related to private securities) as Shah Capital purchases for advisory client accounts invested in the Shah Capital Program. One commonality between the Program accounts and the private funds is the price-conscious portfolio management strategy. 9. Program Marketing and Compensation Except in extraordinary cases and in Shah Capital's sole discretion the Program is currently closed to new clients. As such, we do not pay referral fees or otherwise compensate any person to refer clients to the Program.