Donald Smith & Co Inc

Item 5   Fees and Compensation

    A) Fee Schedules
       Our sole source of compensation is the investment management fees paid to us by our
       clients.

         We are an SEC-registered adviser and we only send brochures to Qualified Purchasers, as
         defined in section 2(a)(51)(A) of the Investment Company Act of 1940. As such, the fee
         schedules for our products are available upon request.

         Generally, we do not negotiate fees. We have most-favored-nations (MFN) clauses in
         some of our existing client contracts.

    B) Frequency of Billing
       We send quarterly invoices to our clients. At the end of each quarter, the fees are
       calculated for each client based on their prior quarter’s assets and an invoice is sent either
       by mail or e-mail to the appropriate person(s), as specified by the client.

         Deducting fees directly from client accounts is not an available method for clients to
         select.

    C) Other Types of Fees or Expenses
       There are no additional fees or expenses that clients pay to us in connection with our
       advisory services beyond the quarterly fee payments as described in B above.

         Note that all clients, with the exception of the wrap accounts as described in Item 4 D,
         will incur brokerage and other transaction costs. See Item 12 for additional details.

    D) Fees Payable in Advance (not applicable)
       As previously stated, we bill for fees at the end of each quarter. We do not accept pre-
       paid fees.

    E) Compensation for Sales (not applicable)
       Neither the firm nor any supervised person accepts compensation for the sale of securities
       or other investment products, including asset-based sales charges or service fees from the
       sale of mutual funds.

Item 7   Types of Clients

    Our clients are sophisticated investors and are considered Qualified Purchasers, as defined in
    section 2(a)(51)(A) of the Investment Company Act of 1940. The types of clients we have
    managed money for historically include, but are not limited to:

         Public Pension Plans
         Corporate Pension Plans
         Taft-Hartley Plans
         Foundations
         Trusts / Endowments
         Limited Partnerships
         Mutual Funds / UCIT (sub-advisory)

    The minimum account size for our All Cap Value Equity, Large Cap Concentrated Value
    Equity, Midcap Value Equity, Small Cap Value Equity, Micro Cap Value Equity and Global
    Value Equity products is $25 million.