Barometer Capital Management Inc

FEES AND COMPENSATION [Item 5]

Although Barometer has established the following fee schedule(s), we retain the discretion to negotiate
alternative fees on a client-by-client basis. Client facts, circumstances and needs are considered in
determining the fee schedule. These factors include the complexity of the client, assets under management,
anticipated future assets, related accounts, portfolio style, account composition, reports, etc. The specific
manner in which fees are charged is established in your written agreement with us.

Fee Schedules – Management Fees

Barometer offers the following five portfolio mandate strategies: (1) Tactical Income (2) Tactical Balanced
(3) Tactical Equity (4) Tactical Canadian Equity (5) Tactical Asset Allocation. Barometer’s standard fee
schedule is asset-based and includes breakpoints. Generally, the minimum investment for a separately
managed account is $5,000,000 per mandate. For separately managed accounts, the client pays a
management fee at the following annual tiered rates:

Up to $1,000,000           1.4%
Greater than $5,000,000    1.2%

Barometer Private Pools (each a “Pool”)
For assets in the Pools, the client pays a management fee, at the following annual tiered rates:

Up to $500,000              Full fees as outlined in the offering memorandum of the Pools
Next $500,001               1.50%
Next $4,000,000             1.25%
Greater than $5,000,000     1.00%

Management fees for the Pools will be billed within the Pools at the full fees outlined in the offering
memorandum of the Pools. Clients with assets greater than $500,000 will receive a quarterly management
fee rebate from the Pools to reflect the blended tiered rate for the client’s assets invested in the Pools.
Generally, fees are not negotiable; however, individual portfolio considerations, account size and timing of
opening have caused Barometer to negotiate different fee arrangements from time to time.

Barometer Group of Funds (each a “Fund”)

Barometer Tactical Income Growth Fund

Class A: An aggregate annual fee equal to 1.95% of the daily NAV of Class A units of the Fund, plus
applicable taxes payable monthly.
Class F: An aggregate annual fee equal to 0.95% of the daily NAV of the Class F units of the Fund, plus
applicable taxes payable monthly.
Class I: Holders of Class I units of the Fund pay a negotiated management fee directly to us, priced
primarily based on the size of their investment. The maximum annual management fee that can be charged
to Class I unitholders of the Fund is 1.50%.

Barometer Balanced Fund

Class A: An aggregate annual fee equal to the 1.95% of the daily NAV of the Class A units of the Fund, plus

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applicable taxes payable monthly.

Class F: An aggregate annual fee equal to 0.95% of the daily NAV of the Class F units of the Fund, plus
applicable taxes payable monthly.

Class I: Holders of Class I units of the fund pay a negotiated management fee directly to us, priced primarily
based on the size of their investment. The maximum annual management fee that can be charged to Class I
unitholders of the Fund is 1.50%.

Barometer Global Equity Fund

Class A: An aggregate annual fee equal to the 2.20% of the daily NAV of the Class A units of the Fund, plus
applicable taxes payable monthly.

Class F: An aggregate annual fee equal to 1.20% of the daily NAV of the Class F units of the Fund, plus
applicable taxes payable monthly.

Class I: Holders of Class I units of the fund pay a negotiated management fee directly to us, priced primarily
based on the size of their investment. The maximum annual management fee that can be charged to Class I
unitholders of the Fund is 1.50%.

Fee Schedule - Performance Fees

In addition to the management fee, Barometer also charges accounts a performance-based fee, in reliance
upon Rule 205-3 under the Investment Advisers Act of 1940. Clients who are subject to performance fees
will be qualified clients within the meaning of Rule 205-3. The performance fee is payable at the end of
each calendar year, or the pro-rated amount at the time a client withdraws assets from the Pools or the
separately managed accounts, and is calculated as follows below:

Separately Managed Accounts

For separately managed accounts, the client pays an annual performance fee equal to 20% of the amount by
which the return on the assets in the separately managed account exceeds the account’s annual benchmark
return adjusted for additional funds deposited into the account during the year.
The annual benchmark return for separately managed account mandates is as follows:
•       7.5% per annum for Accounts with an Income mandate;
•       8.5% per annum for Accounts with a Tactical Asset Allocation mandate; or,
•       10% per annum for Accounts with an Equity mandate.

Barometer Private Pools

For assets in the Barometer Private Pools (the “Pools”), Barometer receives an annual performance fee from
each class of units of a Pool equal to 20% of the amount by which the net asset value of that class of units of
the Pool at the end of a year exceeds the annual target net asset value of that Pool. Please refer to the
offering memorandum of the Pools for a detailed description of the performance fees of the Pools and the
annual benchmarks of the Pools.

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Barometer Group of Funds

As compensation for its services as portfolio advisor of a Fund, Barometer also receives a performance fee
from the Class A units and the Class F units of the Fund equal to 20% of the amount by which the NAV per
unit of that class of the Fund at the end of a year exceeds the annual target NAV per unit of that class of the
Fund, multiplied by the number of outstanding units of that class of the Fund at the end of that year. Please
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TYPES OF CLIENTS [Item 7]

Barometer manages investment portfolios for high net worth individuals, endowments, foundations,
partnerships, corporations, public funds and pension trusts located in the United States, Canada and
internationally.

Account Minimums

Separately Managed Accounts

Account sizes range, however, the minimum portfolio investment for this service is $10,000,000 per
mandate.

Private Pools

Whether you invest with Barometer directly or through your investment advisor, the minimum investment is
$150,000 per pool or $25,000 per pool for accredited investors. To invest directly with Barometer, a
minimum family account size of $2,000,000 is required.

Mutual Funds

Minimum investment is $5,000, through your investment adviser.

The “Barometer Private Pools (the “Pools”) – Qualifications for U.S. Investors

The offering of the units of the Pools is made only to prospective U.S. investors that qualify as accredited
investors as defined under Regulation D under the SECURITIES ACT OF 1933, as amended (“THE
“SECURITIES ACT”) and qualified purchasers (as that term is defined in Section 2(A) (51) of the
Investment Company Act of 1940, as amended (The “Investment Company Act”), and that meet the other
suitability standards set forth herein. Each prospective U.S. investor will be required to execute a
subscription agreement and questionnaire in the prescribed form in which the prospective U.S. investor will
make representations as to its status as an accredited investor, a qualified purchaser and certain other
matters. Generally, in order to meet one of the definitions of a Qualified Purchaser relevant to U.S.
Investors, a prospective U.S. Investor must be one of the following:

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(a) a natural person (including any person who holds a joint, community property, or other similar shared
ownership interest in an issuer that is excepted under Section 3(c)(7) of the Investment Company Act with
that person’s qualified purchaser spouse) who owns not less than US$ 5,000,000 in investments (as defined
below);

(b) a company that owns not less than US$ 5,000,000 in investments and that is owned directly or indirectly
by or for two or more natural persons who are related as siblings or spouse (including former spouses), or
direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or
foundations, charitable organizations, or trusts established by or for the benefit of such persons;

(c) a trust that is not covered by clause (a) and that was not formed for the specific purpose of acquiring
the securities offered, as to which the trustee or other person authorized to make decisions with respect to
the trust, and each settlor or other person who has contributed assets to the trust, is a person described in
clause (a), (b) or (d); or

(d) a person, acting for its own account or the accounts of other qualified purchasers, who in the
aggregate owns and invests on a discretionary basis, not less than US$ 25,000,000 in investments.

The suitability standards referred to above represent minimum U.S. federal suitability requirements for
prospective U.S. Investors in general and the satisfaction of such standards by a prospective U.S. Investor
does not necessarily mean that the Units are a suitable investment for such prospective U.S. Investor. Each
prospective U.S. Investor should make its own determination whether this investment is appropriate for such
prospective U.S. Investor.

This overview of the Pool’s is designed to be a general summary. With respect to a specific Pool, this
summary is qualified in its entirety by the specific details of the Pool within the offering memorandum
relating to such Pool. The Pool’s offering memorandum describes the terms and conditions of the Pool,
including fees, investment objective, strategy and risk factors, and should be read carefully prior to
investment.

The Pools have not been registered as investment companies under the Investment Company Act. In order
to assure that the Pools are not required to register under the Investment Company Act, the units are only
offered and sold to qualified purchasers as that term is defined under the Investment Company Act. In
order to assure that the Pools are not required to register under the Investment Company Act, the units are
only offered and sold to Qualified Purchasers as that term is defined under the Investment Company Act.
The Pools reserve the right refuse to accept any subscriptions or, and transfers of units to, investment
companies or other investors whose investment might otherwise jeopardize the Pool’s exemption from
registration under the Investment Company Act and/or equivalent state laws and regulations.

Barometer is also the manager, trustee and portfolio adviser of Barometer Mutual Funds, which are public
mutual funds and are available to residents of Canada only or under exemptive relief from registered plan
accounts. Barometer as trustee and manage provides services to the Funds in accordance with the terms of
the prospectus, trust agreement or other governing documentation, as applicable (together, the “Offering
Documents”).

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METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS