1832 Asset Management US Inc

Fees and Compensation

 The following describes the fees for the Advisor's portfolio management services:

     •   The annual advisory fee is 1/12th payable monthly in arrears based on a percentage
         of a client account's market value on the last business day of each month;

     •   In the event the portfolio management agreement is executed at any time other than
         the first day of the month, fees will be billed on a pro-rata basis;

   •   The advisory fee does not include usual brokerage commissions charged by a
       brokerage firm on investment transactions in a client's account;

   •   Extraordinary expenses such as wire transfers or global security transaction fees
       will be charged to a client's account in addition to advisory and custodial fees;

   •   If chosen by the client as its qualified custodian, The Bank of Nova Scotia Trust
       Company ("Scotiatrust") will directly debit the client fees and remit to the Advisor
       for applicable clients (see below for custodian fees with Scotiatrust);

   •   Clients will receive written notice, at least 60 days in advance, for any fee changes;

   •   At the Advisor's sole discretion, fees may be negotiated for certain client accounts
       depending on factors such as:

                  o Amount of assets under management;

                  o Range of investments, and complexity of the client's financial
                    circumstances, among others;

                  o Number of family accounts. Family accounts of a client's same
                    household are aggregated for purposes of determining an advisory
                    fee. This consolidation practice allows the benefit of an increased
                    asset base total resulting in a reduced advisory fee;

                  o Advisor relations. The Advisor's family and friends may be
                    allowed negotiated reduced fees; and

                  o Other factors including large personal accounts, institutional
                    accounts, and non-profit accounts if approved by the Advisor.

   •   The Advisor or the client may terminate the investment management agreement
       within five (5) days from the date of acceptance without penalty. After the five-
       day period, either party may terminate the written management agreement upon 30
       days written notice to the other party.

Custody Fees for Funds or Securities held at an Affiliate Custodian

   •   The Advisor's clients' assets are held in custody by either Scotiatrust or another
       financial institution offering similar custody and safeguarding of client assets;

   •   When a client enters into an agreement for investment management and custody
       services with the Advisor and Scotiatrust, the fee for both investment management
       and custody is calculated and charged by Scotiatrust and remitted to the Advisor.
       Scotiatrust then charges the Advisor for the custody of the assets; and

   •   Clients should review all fees charged by Scotiatrust or the client's custodian of
       choice to fully understand the total amount of fees paid by the client.

The Advisor’s Fees for Portfolio Management Services are based on the Current Tier
Schedule:

       Minimum fee: $10,000

   •   1.50% per annum on the first $1,000,000
   •   1.10% per annum on the next $2,000,000
   •   0.85% per annum on the next $2,000,000
   •   0.50% per annum on the balance

Fee Schedule and Fee Details for Legacy JFL Clients

   Institutional Account Fee Structure

   Type of Mandate                                       Annualized Investment Advisory Fee

   Balanced                                              0.60% to 0.18% of quarter end assets

   Canadian Equity                                       0.60% to 0.18% of quarter end assets

   U.S. Equity                                           0.60% to 0.18% of quarter end assets

   Dividend Growth                                       0.60% to 0.18% of quarter end assets

   Fixed Income: Bonds                                   0.40% to 0.10% of quarter end assets

   International Equity                                  0.70% to 0.30% of quarter end assets

   Global Equity                                         0.60% to 0.30% of quarter end assets

   Emerging Market Equities                              0.80% to 0.40% of quarter end assets

   Small/Mid Cap                                         0.75% to 0.30% of quarter end assets

   JF Money Market                                       .15% to .05% of quarter end assets

Private Wealth Fee Structure

   Asset Tier                                      Annualized Fee
   Under $3,000,000                                0.85%
   $3,000,000 to $5,000,000                        0.65%
   $5,000,000 to $10,000,000                       0.40%
   $10,000,000 to $25,000,000                      0.35%
   Over $25,000,000                                0.30%

As sub-adviser for various wrap programs, legacy JFL fees range from 0.25 and 0.65 of 1%
depending on the type of mandate and overall assets, as well as whether JFL or the sponsor is
responsible for trading.

In the event that a client account is held with a custodian where a significant portion of our work
becomes manual, as opposed to receiving automated feeds, an Administration and Service fee of
up to $1,000 per year may be imposed.

Invoices are prepared quarterly for most clients. Clients choose whether to have their custodian
pay the advisory fee directly from their account.

In JFL’s International Equity Fund LLC, fees for audit and other expenses are charged, including
an annual franchise tax to the State of Delaware, an annual domestic representation fee to a
registered agent service firm, and a monthly month-end reporting fee.

Separately managed client advisory fees for legacy JFL clients are payable in arrears or in advance,
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Types of Clients

       The Advisor provides investment advice to a variety of clients including individuals, high
       net worth individuals, corporations, and other business entities. 1832 US also serves as
       investment sub-adviser to investment companies (Mutual Funds) registered under the
       Investment Company Act of 1940. JFL manages pension funds, endowment funds,
       commingled funds (including the JFL International Equity Fund LLC), corporate and
       provide portfolios for clients in the United States. It also participates in wrap fee programs.
       All of these relationships are now managed by 1832 US. The minimum size for new
       accounts or relationship size is $1,000,000. For cash management accounts, the minimum
       account size is $1,000,000. Notwithstanding the above, the Advisor may agree to manage
       separate accounts below its stated minimum account size due to various reasons including
       where there is a long-standing relationship, anticipated client additions to assets under
       management, or where more than one individual account is part of an overall larger
       relationship. 1832 US in its sole discretion may accept and maintain accounts below the
       stated minimum.

 Methods of Analysis, Investment Strategies, and Risk of Loss

 In order to assist investors in making their investment decisions, the following is a general
 description of the different investment approaches or styles used by the Advisor to manage
 the portfolios and the specific risks associated with the portfolios. Investing in securities
 involves risk of loss that clients should be prepared to bear.

 Methods of Analysis, Investment Strategies

     •   The Advisor uses research obtained from brokers, internal research, and technical,
         fundamental analysis and proprietary investment strategies developed by its
         investment professionals or its related advisors with 1832 Canada; and

     •   Company press releases, corporate rating services, financial newspapers and
         magazines, public research material, inspection of corporate activities, annual
         reports, and filings with the Securities and Exchange Commission are used as
         resources.

Risk of Loss

Investments in securities are not guaranteed. Therefore, the greatest risk is that an investor
could lose all or part of the securities investment. Stocks, bonds, money market securities,
and funds are not covered by the Federal Deposit Insurance Corporation, Securities Investor
Protection Corporation, Canada Deposit Insurance Corporation, or any other government
deposit insurer.

Portfolios own different kinds of investments depending on their investment objectives. The
value of investments in any portfolio will fluctuate on a daily basis, reflecting changes in
interest rates, economic conditions, and markets as well as company news. Therefore, the
value of any portfolio’s securities may go up or down.

The following is a list of risks which may affect a client’s portfolio. While this is not an
exhaustive list, we have listed those risks which are most likely to impact 1832 US clients.

     •   Various types of investment strategies involve varying degrees of risk, including:
                    o Commodity Risk
                    o Concentration Risk
                    o Credit Risk
                    o Currency Risk
                    o Derivatives Risk
                    o Equity Risk
                    o Foreign Investment Risk
                    o Inflation Risk
                    o Interest Rate Risk
                    o Gold and Precious Metals Risk
                    o Investment Trust Risk
                    o Liquidity Risk
                    o Sector Risk

                    o Securities Lending Risk
                    o Short Selling Risk
                    o Small Capitalization Risk

    •   The Advisor does not represent, warrant, or imply that its services or methods of
        analysis can or will successfully identify market tops or bottoms, or insulate clients
        from losses due to market corrections or declines; and
    •   Past performance may not be indicative of future results. Therefore, it should not
        be assumed that future performance of any specific investment or investment
        strategy will be profitable.

RISK FACTORS

Commodity Risk - Some strategies invest directly or indirectly in gold, silver, platinum, or
palladium, or in companies engaged in the energy or natural resource industries, such as
gold, silver, platinum, palladium, oil, and gas or other commodity focused industries.
These investments, and therefore the value of the strategy’s investment in these
commodities or companies, will be affected by changes in the price of commodities which
include, among others, gold, silver, palladium, and platinum and which can fluctuate
significantly in short time periods. Commodity prices can change as a result of a number
of factors, including supply and demand, speculation, government, and regulatory
activities, international monetary and political factors, central bank activity, and changes
in interest rates and currency values. Direct purchases of bullion by a strategy may generate
higher transaction and custody costs than other types of investments which may impact
performance of the strategy.

Concentration Risk - If the holdings of a strategy in one issuer exceed 10% of the
strategy’s assets, it is possible that the strategy may experience reduced liquidity and
diversification. Additionally, if the strategy holds significant investments in a few
companies, changes in the value of the securities of those companies may increase the
volatility of the net asset value of the strategy.

Credit Risk - To the extent that a strategy invests in fixed-income securities, debt securities
(including mortgages), or mortgage-backed securities, it will be sensitive to credit risk.
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