Cardinal Capital Management Inc

Item 5           Fees and Compensation

   A.
                                    INVESTMENT ADVISORY SERVICES
         Cardinal Capital’s annual investment advisory fee is negotiable, but shall generally be
         based upon a percentage (%) of the market value and type of assets placed under Cardinal
         Capital’s management as follows:

                                  Assets under Management/Annual Fee
                               Bonds           Domestic Large Cap        Non-Domestic Equity and
                                               Equity                    Small Cap
         First $2,000,000      0.50%           1.00%                     1.50%
         Next $3,000,000       0.40%           0.80%                     1.20%
         Over $5,000,000       Negotiable      Negotiable                Negotiable

                 * Clients are subject to a minimum investable asset requirement of $500,000
                   and an annual fee minimum of $2,500.

         Conflict of Interest: Although Cardinal Capital will allocate client assets consistent with
         the client’s designated investment objective(s), the fact that Cardinal Capital earns a
         higher fee for management of securities other than fixed income, as referenced in the
         above fee schedule, is a conflict of interest because Cardinal Capital has an incentive to
         allocate client assets to those types of securities from which it will earn a higher
         investment advisory fee.

         In addition, Cardinal Capital’s investment advisory fee may be negotiable at Cardinal
         Capital’s discretion, depending upon objective and subjective factors including but not
         limited to: the amount of assets to be managed; portfolio composition; the scope and
         complexity of the engagement; the anticipated number of meetings and servicing needs;
         related accounts; future earning capacity; anticipated future additional assets; the
         professional(s) rendering the service(s); prior relationships with Cardinal Capital and/or
         its representatives, and negotiations with the client. As a result of these factors, similarly
         situated clients could pay different fees, the services to be provided by Cardinal Capital
         to any particular client could be available from other advisers at lower fees, and certain
         clients may have fees different than those specifically set forth above.

   B. Clients may elect to have Cardinal Capital’s advisory fees deducted from their custodial
      account. Both Cardinal Capital’s Investment Advisory Agreement and the custodial/
      clearing agreement may authorize the custodian to debit the account for the amount of
      Cardinal Capital’s investment advisory fee and to directly remit that management fee to
      Cardinal Capital in compliance with regulatory procedures. In the limited event that

    Cardinal Capital bills the client directly, payment is due upon receipt of Cardinal
    Capital’s invoice.

    Cardinal Capital shall deduct fees and/or bill clients quarterly in arrears, based upon the
    value of the assets, including any accrued interest and accrued dividends, on the last
    business day of the previous quarter. Billing adjustments are made on a prorated basis for
    all inflows and outflows during the billing period.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, Cardinal Capital shall generally recommend that Charles Schwab
   (“Schwab”) serve as the broker-dealer/custodian for client investment management
   assets. Broker-dealers such as Schwab charge brokerage commissions, transaction, and/or
   other type fees for effecting certain types of securities transactions (i.e., including
   transaction fees for certain mutual funds, and mark-ups and mark-downs charged for
   fixed income transactions, etc.). The types of securities for which transaction fees,
   commissions, and/or other type fees (as well as the amount of those fees) shall differ
   depending upon the broker-dealer/custodian. While certain custodians, including Schwab,
   generally (with the potential exception for large orders) do not currently charge fees on
   individual equity transactions (including ETFs), others do.

    There can be no assurance that Schwab will not change their transaction fee pricing in the
    future.

    Schwab may also assess fees to clients who elect to receive trade confirmations and
    account statements by regular mail rather than electronically.

    In addition to Cardinal Capital’s investment management fee, brokerage commissions
    and/or transaction fees, clients will also incur, relative to all mutual fund and exchange
    traded fund (“ETF”) purchases, charges imposed at the fund level (e.g., management fees
    and other fund expenses).

    When beneficial to the client, individual fixed income transactions may be effected
    through broker-dealers other than the account custodian (generally, Schwab), in which
    event, the client generally will incur both the fee (commission, mark-up/mark-down)
    charged by the executing broker-dealer and a separate “tradeaway” and/or prime broker
    fee charged by the account custodian (generally, Schwab). The fees charged by the
    applicable broker-dealer/custodian, and the charges imposed at the fund level, are in
    addition to Cardinal Capital’s investment advisory fees referenced in this Item 5.

D. The Investment Advisory Agreement between Cardinal Capital and the client will
   continue in effect until terminated by either party by written notice in accordance with the
   terms of the Investment Advisory Agreement. Upon termination, Cardinal Capital shall
   debit the account for the pro-rated portion of the unpaid advisory fee based upon the
   number of days that services were provided during the billing quarter.
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Item 7           Types of Clients

         Cardinal Capital’s clients currently include: individuals, high net worth individuals,
         trusts, estates, charitable organizations, insurance companies, and corporations or other
         business entities.