Brett Donner Nick Ioriatti Mike Nowaczyk Mike OHara Graeber Companies, Inc.

Examining Impairment on Equity-Owned Investments The purpose of this memorandum is to evaluate and explain our recommendation regarding the financial well being of Graeber Companies, Inc. and Advisor Group Inc. After reviewing the information presented within the financial statements and analyzing the Valuation Study of AGI performed by Valuation Associates, our group believes that the net carrying value of $.49 per share at December 31, 2008 is reasonable and that as of the year ended December 31, 2008 no impairment has occurred. One of Graebers proprietary investments in material equity is that in the non-public, technology based Asset Company that is in the growth stages, Advisor Group Inc. To determine whether the net carrying value of common stock at $.49 was appropriate and to assess impairment on the investment, we independently analyzed the three methods of methods of valuation and evaluated our findings.

1. Discounted Cash Flow Analysis a. We believe that Valuation Associates took an appropriate, conservative approach in evaluating the following metrics pertinent to evaluating the well being of the company: i. The effective tax rate of 37.5% being applied to AGIs earnings. AGI has net operating losses than can be used to offset earnings in the early years of projections. Our group felt it was appropriate to utilize a more conservative effective tax rate in this particular scenario due to the risk associated with a company in the early growth phase. ii. Projections of a 29% compounded annual growth rate for revenue for the period 2009-2013. The 4% annual market appreciation that is included in that 29% projection is more than reasonable, as past trends indicate that a 10% return on equity and a 5.5% return on fixed securities are considered.

Conclusion: The inputs utilized to create the discounted cash flow analysis are critical as they have a significant impact on the outcome from the model. Since the principle estimates utilized as inputs seem appropriate, our group believes that the outputs of the model would then also be appropriate.

2. EBITDA Method (Evaluating Common Stock) a. In terms of evaluating the net carrying value of $.49 per share as of December 31, 2008, we also believe an appropriate level of conservatism was considered in valuing the net carrying value per share. i. In the management case, common stock valuation (price per share) midpoint is $1.37, which is greater than the $.49 per share. ii. The downside case also has a common stock valuation (price per share) of $.60 also greater than the $.49 per share.

Conclusion: We believe that appropriate estimates were made in terms of inputs into the model; therefore the midpoints being above $.49 per share indicate a conservative estimate. We choose to pass further analysis on the low point and high point estimates.

3. Net Income Method a. In terms of evaluating the net carrying value of $.49 per share as of December 31, 2008, we also believe an appropriate level of conservatism was considered in valuing the net carrying value per share. i. In the management case, common stock valuation (price per share) midpoint is $1.01, which is greater than the $.49 per share. ii. The downside case also has a common stock valuation (price per share) of $0.52 also greater than the $.49 per share.

Conclusion: We believe that appropriate estimates were made in terms of inputs into the model; therefore the midpoints being above $.49 per share indicate a conservative estimate. We choose to pass further analysis on the low point and high point estimates.

4. Public Market Comparable Analysis a. Since VA ultimately rejected the analysis of comparing the valuations of Sungard, SEI Investments, CheckFree, and AGI did not weigh in on our decision of not having impairment.

5. Precedent Transaction Analysis a. VAs analysis of comparable transactions evaluated the characteristics of companies in the target industry and other relevant industries to come up with a common stock valuation. We believe that an appropriate level of conservatism was taken in evaluating the net carrying value of the stock based on the following: i. The midpoint value of this analysis resulted in a value that is 26% higher than the net carrying value of $.49. ii. The high value of this analysis resulted in a value that is substantially higher than the net carrying value of $.49.

Conclusion: This method of utilizing comparative purposes includes elements of conservatism that we feel is appropriate in terms of evaluating the common stock price per share.

Our review of the information presented within the financial statements and of the Valuation Study of AGI performed by Valuation Associates, our group believes that the net carrying value of $.49 per share at December 31, 2008 is reasonable and that as of the year ended December 31, 2008 no impairment has occurred.