Dudley & Shanley Inc

Item 5         Fees and Compensation
        With respect to the separately-managed accounts, the Firm receives a management fee
equal to a percentage of the assets under management for each client, which fees are paid
quarterly in arrears. Fees are based upon the value of a client’s account, including cash equivalents
and accrued interest, as of the close of business on the last day of each calendar quarter, and
are generally invoiced to and deducted directly from each client’s bank custody account,
although in a small number of instances fees are paid separately by the client by check or wire
transfer. Our fee calculations are reviewed and approved by a Senior Officer before being paid.

       The Firm’s standard fee schedule is as follows:

               Assets Under Management                Fee

               First $5 million                       1.00% per annum

               Next $10 million                       0.75% per annum

               Above $15 million                      0.50% per annum

        The Firm’s fees are not generally negotiable, except that related accounts may be treated
as a single account for purposes of qualifying for breakpoints under the above fee schedules.

       With respect to the Funds managed by the Firm, the Firm receives a flat management fee
ranging from .5% to 1.0% per annum.

        In addition to the management fee described above, clients will be responsible for the
payment of charges and fees separately charged by their broker or custodian or by other third
parties. These charges may include brokerage commissions, transactions fees, SEC fees,
exchange fees, custodial fees, management fees charged by advisers to mutual funds, closed-end
funds, ETFs, hedge funds or other collective investment vehicles in which they invest, odd-lot
differentials, wire transfer and electronic fund transfer processing fees, and other fees charged by
third parties. Dudley & Shanley does not receive any part of any such fees or charges, and none
of the persons associated with the Firm (“Associated Persons”) receive, directly or indirectly
any compensation for the purchase or sale of any securities or other investments in a client’s
account.

        Client billing is generally staggered by month, and not all clients are billed on a calendar
quarter basis. The Firm’s management fee for a client’s initial quarter will be calculated on
pro rata basis based upon the portion of the quarter during which the client’s assets are first
managed. If the Investment Management Agreement with a client is terminated prior to the end
of a client’s billing quarter, the management fee due for that quarter will be prorated based upon
the portion of the quarter during which the client’s assets were managed, and a charge will be
made for that amount. Other than in the above instances, no adjustment will be made to a
quarterly management fee with respect to additions or withdrawals in a client’s account during
a billing quarter, unless such adjustment is deemed appropriate by the members of the Firm.

Item 7         Types of Clients
       Dudley & Shanley provides its services to individuals (including high net worth
individuals), trusts, estates, charitable institutions and three pooled investment vehicles, the
Funds. In the future, the Firm may provide services to additional types of clients, including
corporations and other business entities or pension funds.

       The Firm normally requires clients to begin an account with a minimum of $5 million,
but such minimum may be waived at the Firm’s discretion. The minimum investment in the
Funds ranges from $500,000 for Greenfield Fund, LP to $1 million for Canisteo Fund, LLC.
Investment in Greenhouse Associates is limited to members of the families of Mr. Dudley and
Mr. Shanley. Minimum investment in the Funds may be waived at the discretion of the Firm, as
General Partner of Greenfield, the Firm as Manager of Canisteo and Henry Dudley and/or
Frank Shanley as Managers of Greenhouse.