Part 2B of Form ADV: Brochure Supplement. Mariko O. Gordon, CFA Founder, Chief Executive Officer and Chief Investment Officer

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1 Item 1 - Cover Page Part 2B of Form ADV: Brochure Supplement Mariko O. Gordon, CFA Founder, Chief Executive Officer and Chief Investment Officer Daruma Asset Management, Inc. 80 West 40 th Street 9 th Floor New York, NY /8/2011 This brochure supplement provides information about Mariko O. Gordon that supplements the Firm Brochure for Daruma Asset Management, Inc. You should have received a copy of that brochure. Please contact Kim Cataudella, Chief Compliance Officer, at if you did not receive the Firm Brochure for Daruma Asset Management, Inc. or if you have any questions about the contents of this supplement.

2 Item 2 - Educational Background and Business Experience Mariko O. Gordon founded Daruma Asset Management, Inc. in April 1995 and is the firm s chief executive officer and chief investment officer. She received an A.B. in comparative literature from Princeton University in Ms. Gordon was born in Professional Designations: Chartered Financial Analyst (CFA) The Chartered Financial Analyst (CFA) charter is a graduate-level investment credential established in 1962 and awarded by the CFA Institute, the largest global association of investment professionals. To earn the CFA charter, candidates must: 1) pass three sequential, six-hour examinations; 2) have at least four years of qualified professional investment experience; 3) join CFA Institute as members; and 4) commit to abide by, and annually reaffirm adherence to, the CFA Institute Code of Ethics and Standards of Professional Conduct. For more information visit Item 3 - Disciplinary Information Daruma is required to disclose all material facts regarding any legal or disciplinary events material to a client's or prospective client's evaluation of Ms. Gordon. No events have occurred that are applicable to this item. Item 4 - Other Business Activities A. Daruma is required to disclose if Ms. Gordon is actively engaged in any investment-related outside business activities or occupation. Ms. Gordon is not engaged in any such activities. B. Daruma is required to disclose if Ms. Gordon is actively engaged in any non-investment related business activities or occupation for compensation and other activities that provide a substantial source of income or involve a substantial amount of time that could potentially create a conflict of interest with clients. Ms. Gordon is not engaged in any such activities.

3 Item 5 - Additional Compensation Daruma is required to disclose any arrangements in which Ms. Gordon receives an economic benefit for providing advisory services from someone who is not a client. Ms. Gordon does not receive any economic benefit for providing advisory services to a non-advisory client. Daruma has a tightly-knit six member research team consisting of Portfolio Manager and Chief Investment Officer Mariko O. Gordon, Senior Research Analysts Neal Tully, Brad McGill, Morton Simpson II and Mark Miller, and Research Analyst Michael Bostler. Daruma s research analysts are an essential part of the decision making process. The Senior Research Analysts responsibilities include coverage of specific portfolio holdings and new idea generation. The responsibilities of the Research Analyst include generating quantitative screens and supporting the rest of the research team in their efforts. Ms. Gordon is responsible for monitoring the aggregate portfolio risk, new idea generation and makes the final investment decision with input from the analyst responsible for the stock, as well as the rest of the investment team. Ms. Gordon can be reached at Item 7 - Requirements for State-Registered Advisers Not applicable.

4 Item 1 - Cover Page Part 2B of Form ADV: Brochure Supplement Brad McGill Senior Research Analyst Daruma Asset Management, Inc. 80 West 40 th Street 9 th Floor New York, NY /8/2011 This brochure supplement provides information about Brad McGill that supplements the Firm Brochure for Daruma Asset Management, Inc. You should have received a copy of that brochure. Please contact Kim Cataudella, Chief Compliance Officer, at if you did not receive the Firm Brochure for Daruma Asset Management, Inc. or if you have any questions about the contents of this supplement.

5 Item 2 - Educational Background and Business Experience Brad McGill was born in 1972 and received a B.S. in finance from Lehigh University. In November 2006, he joined Daruma as a senior research analyst. Prior to Daruma, Mr. McGill was a vice president at Lehman Brothers from early 2005 until August 2006 and was unemployed in September and October of Item 3 - Disciplinary Information Daruma is required to disclose all material facts regarding any legal or disciplinary events material to a client's or prospective client's evaluation of Mr. McGill. No events have occurred that are applicable to this item. Item 4 - Other Business Activities A. Daruma is required to disclose if Mr. McGill is actively engaged in any investment-related outside business activities or occupation. Mr. McGill is not engaged in any such activities. B. Daruma is required to disclose if Mr. McGill is actively engaged in any non-investment related business activities or occupation for compensation and other activities that provide a substantial source of income or involve a substantial amount of time that could potentially create a conflict of interest with clients. Mr. McGill is not engaged in any such activities.

6 Item 5 - Additional Compensation Daruma is required to disclose any arrangements in which Mr. McGill receives an economic benefit for providing advisory services from someone who is not a client. Mr. McGill does not receive any economic benefit for providing advisory services to a non-advisory client. Mr. McGill is a member of Daruma s research team and is supervised by Mariko Gordon. Ms. Gordon can be reached at Item 7 - Requirements for State-Registered Advisers Not applicable.

7 Item 1 - Cover Page Part 2B of Form ADV: Brochure Supplement Mark Miller Senior Research Analyst Daruma Asset Management, Inc. 80 West 40 th Street 9 th Floor New York, NY /8/2011 This brochure supplement provides information about Mark Miller that supplements the Firm Brochure for Daruma Asset Management, Inc. You should have received a copy of that brochure. Please contact Kim Cataudella, Chief Compliance Officer, at if you did not receive the Firm Brochure for Daruma Asset Management, Inc. or if you have any questions about the contents of this supplement.

8 Item 2 - Educational Background and Business Experience Mr. Miller was born in 1963 and has a B.A. from Binghamton University, a J.D. from UCLA Law School and an M.B.A from Columbia Business School. Mr. Miller joined Daruma on a full-time basis in December 2009 after working with the investment team as a consultant since March of Before Daruma, he worked at CR Intrinsic from March 2007 until December 2009 and at Citadel Investment Group from early 2006 until October Mr. Miller was unemployed from November 2006 until February Item 3 - Disciplinary Information Daruma is required to disclose all material facts regarding any legal or disciplinary events material to a client's or prospective client's evaluation of Mr. Miller. No events have occurred that are applicable to this item. Item 4 - Other Business Activities A. Daruma is required to disclose if Mr. Miller is actively engaged in any investment-related outside business activities or occupation Mr. Miller is not engaged in any such activities. B. Daruma is required to disclose if Mr. Miller is actively engaged in any non-investment related business activities or occupation for compensation and other activities that provide a substantial source of income or involve a substantial amount of time that could potentially create a conflict of interest with clients. Mr. Miller is not engaged in any such activities.

9 Item 5 - Additional Compensation Daruma is required to disclose any arrangements in which Mr. Miller receives an economic benefit for providing advisory services from someone who is not a client. Mr. Miller does not receive any economic benefit for providing advisory services to a non-advisory client. Mr. Miller is a member of Daruma s research team and is supervised by Mariko Gordon. Ms. Gordon can be reached at Item 7 - Requirements for State-Registered Advisers Not applicable.

10 Item 1 - Cover Page Part 2B of Form ADV: Brochure Supplement Morton Simpson II Senior Research Analyst Daruma Asset Management, Inc. 80 West 40 th Street 9 th Floor New York, NY /8/2011 This brochure supplement provides information about Morton Simpson II that supplements the Firm Brochure for Daruma Asset Management, Inc. You should have received a copy of that brochure. Please contact Kim Cataudella, Chief Compliance Officer, at if you did not receive the Firm Brochure for Daruma Asset Management, Inc. or if you have any questions about the contents of this supplement.

11 Item 2 - Educational Background and Business Experience Mr. Simpson was born in 1961 and received a B.S. in accounting from the University of Florida, as well as an M.B.A. from the University of Michigan. He joined Daruma on a full-time basis in April 2009 after working with the investment team as a consultant since December Before Daruma, Mr. Simpson was a consultant in securities analysis since July In June 2008, he was unemployed and before that he worked as a securities analyst at GLK Capital Advisors, LLC from May 2007 to May In April 2007, Mr. Simpson was unemployed and prior to that he was a securities analyst at Brahman Capital Corp. from October 2003 to March Item 3 - Disciplinary Information Daruma is required to disclose all material facts regarding any legal or disciplinary events material to a client's or prospective client's evaluation of Mr. Simpson. No events have occurred that are applicable to this item. Item 4 - Other Business Activities A. Daruma is required to disclose if Mr. Simpson is actively engaged in any investment-related outside business activities or occupation Mr. Simpson is not engaged in any such activities. B. Daruma is required to disclose if Mr. Simpson is actively engaged in any non-investment related business activities or occupation for compensation and other activities that provide a substantial source of income or involve a substantial amount of time that could potentially create a conflict of interest with clients. Mr. Simpson is not engaged in any such activities.

12 Item 5 - Additional Compensation Daruma is required to disclose any arrangements in which Mr. Simpson receives an economic benefit for providing advisory services from someone who is not a client. Mr. Simpson does not receive any economic benefit for providing advisory services to a non-advisory client. Mr. Simpson is a member of Daruma s research team and is supervised by Mariko Gordon. Ms. Gordon can be reached at Item 7 - Requirements for State-Registered Advisers Not applicable.

13 Item 1 - Cover Page Part 2B of Form ADV: Brochure Supplement Neal Tully Partner and Senior Research Analyst Daruma Asset Management, Inc. 80 West 40 th Street 9 th Floor New York, NY /8/2011 This brochure supplement provides information about Neal Tully that supplements the Firm Brochure for Daruma Asset Management, Inc. You should have received a copy of that brochure. Please contact Kim Cataudella, Chief Compliance Officer, at if you did not receive the Firm Brochure for Daruma Asset Management, Inc. or if you have any questions about the contents of this supplement.

14 Item 2 - Educational Background and Business Experience Neal Tully was born in 1970 and received a B.A. in political science from Manhattan College. Mr. Tully joined Daruma in August 1997 as a senior research analyst. Mr. Tully has been a partner at Daruma since January Item 3 - Disciplinary Information Daruma is required to disclose all material facts regarding any legal or disciplinary events material to a client's or prospective client's evaluation of Mr. Tully. No events have occurred that are applicable to this item. Item 4 - Other Business Activities A. Daruma is required to disclose if Mr. Tully is actively engaged in any investment-related outside business activities or occupation Mr. Tully is not engaged in any such activities. B. Daruma is required to disclose if Mr. Tully is actively engaged in any non-investment related business activities or occupation for compensation and other activities that provide a substantial source of income or involve a substantial amount of time that could potentially create a conflict of interest with clients. Mr. Tully is not engaged in any such activities.

15 Item 5 - Additional Compensation Daruma is required to disclose any arrangements in which Mr. Tully receives an economic benefit for providing advisory services from someone who is not a client. Mr. Tully does not receive any economic benefit for providing advisory services to a non-advisory client. Mr. Tully is a member of Daruma s research team and is supervised by Mariko Gordon. Ms. Gordon can be reached at Item 7 - Requirements for State-Registered Advisers Not applicable.