Donald Smith LP

Item 5   Fees and Compensation (continued)

         All clients pay monthly fees to the administrator and the custodian.

         Note that all clients will incur brokerage and other transaction costs. See Item 12 for
         additional details. All clients also pay additional fees to the administrator and qualified
         custodian as part of the account maintenance for each.

    D) Fees Payable in Advance
       Monthly management fees, if applicable, are calculated by the administrator during the
       month and are paid out prior to month-end after they have been reviewed and approved.

         Annual incentive fees, if applicable, are calculated by the administrator during the year-
         end NAV and paid out in two installments. The first 90% - 95% is paid out when the
         year-end NAV has been reviewed and approved. The remaining 5%-10% is paid out
         after the annual audit is completed.

    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 who are both Accredited Investors (as defined in Rule
    501 of Regulation D) and Qualified Purchasers (as defined in section 2(a)(51) of the
    Investment Company Act of 1940.

    The types of clients we manage money for include, but are not limited to:

         Pooled Investment Vehicles (other than investment companies)

    The types of limited partners invested in the pooled investment vehicles include, but are not
    limited to:

         High Net Worth Individuals
         Trusts
         Foundations

    The minimum initial investment is $1,000,000. The minimum for additional subsequent
    investments is $250,000. The General Partner is able to make exceptions to the minimum
    initial investment and minimum subsequent investment amounts. Any exception granted is
    documented by the CCO and the records are filed in the compliance department.

    Investments must be made at month-end. Redemptions must be made at month-end with at
    least a 45-day notice. The General Partner is able to make exceptions to the notice
    requirement.

    We also allow knowledgeable employees who do not meet the Accredited Investor and/or
    Qualified Purchaser definitions. The minimum investment for knowledgeable employees is
    $50,000. The General Partner is able to make exceptions to the knowledgeable employee
    minimum investment.