Bristol Gate Capital Partners Inc

Item 5 Fees and Compensation

i.    Advisory Fees

      Bristol Gate is compensated for its advisory services by charging an advisory fee based on the net
      asset value of a Client’s account (or the net asset value of a certain class/series in the case of a
      pooled investment fund), and in some instances, charges a performance fee as described in Item
      6 below. The annual base fee for accounts is 1.00% or less, as negotiated with a particular client
      or wrap fee program sponsor. Wrap fee programs clients will typically pay a single fee covering
      the services provided by both Bristol Gate and the unaffiliated wrap fee program sponsor (that
      includes most transaction costs and fees to a broker-dealer or bank that has custody of these
      assets). These are billed in accordance with an agreement between the client and the wrap fee
      program sponsor. Bristol Gate calculates a daily/monthly/quarterly advisory fee, which is equal
      to the annual fee rate (adjusted for the period of calculation) multiplied by the net asset value of
      the Client’s account as of the close of trading on the applicable valuation date. For advisory fees
      calculated daily, the fee for a calendar month is equal to the total of the daily fees for that month.
      These fees may be charged either (i) at the end of each month or quarter during which the
      advisory services were provided (“in arrears”) or (ii) at the beginning of the month or quarter
      during which the advisory services will be provided (“in advance”) with a proportionate refund
      provided to the client should they redeem during the quarter or month, as agreed by each client.
      Certain wrap fee accounts that are billed quarterly in advance are adjusted in the next quarter’s
      billing based on actual market values for the quarter. For wrap fee program clients, the total
      “wrap fee” will be higher than a typical asset-based advisory fee. Except for payment of its
      advisory fees described above, Bristol Gate does not share in the separate wrap fees charged by
      the wrap fee program sponsor that are retained by the sponsor.

      Advisory fees and accrued performance fees (see Item 6 below), if any, will be deducted from
      the Client’s account prior to the closing of such account.

      Bristol Gate reserves the right, in its sole discretion, to negotiate, reduce or waive the advisory
      fee for certain Client accounts.

ii.   Other Account Fees and Expenses

      Clients will normally incur certain third-party fees and expenses. For most accounts, such
      expenses include custodial fees, brokerage costs and certain taxes. In addition, for investors in a
      private investment fund offered by Bristol Gate, the fund will also incur third-party costs of an
      independent administrator, an auditor, certain legal and professional fees, fund organizational
      expenses, regulatory and other filing fees and expenses and other fund operating expenses, as
      disclosed in the fund’s offering documents. Bristol Gate does not charge either individual or
      pooled accounts additional fees for its services beyond those fees noted above and in Item 6
      below (i.e., advisory and performance fees as applicable). No transaction fees are earned by
      Bristol Gate for pooled fund transactions. Pooled funds may be purchased through independent
      brokers or agents, who may add additional service fees.

Item 7 Types of Clients

Bristol Gate expects to deal with Clients which may include pooled investment vehicles (for which Bristol
Gate advises or sub-advises), individual investors, institutions, corporations, partnerships, sole
proprietorships, pension funds, trusts and charitable entities. The minimum account size for a separately
managed account is subject to negotiation. Where accounts form part of a third-party wrap fee program
for which Bristol Gate participates as manager, the minimum account size for such accounts is subject to
Bristol Gate’s discretion from time to time, and may be determined in conjunction with the wrap fee
program sponsor. Clients may withdraw part or all of an account, subject to providing minimal notice to
permit the liquidation of securities, or notice in accordance with applicable fund offering documents.