Dundas Partners LLP

Item 5 - Fees and Compensation

A.    Fees for Asset Management

      1.     Standard Fee Schedule

      The following are the fees Dundas generally charges for managing assets
      for clients expressed as an annual percentage of the value of the client’s
      assets under management:

             Investment strategy                     Management fee (p.a.)
             Global
             First US$250 million                    0.40%
             Next US$250 million                     0.30%
             Thereafter                              0.25%

             International
             First US$250 million                    0.40%
             Next US$250 million                     0.30%
             Thereafter                              0.25%

             International ADR
             First US$250 million                    0.40%
             Next US$250 million                     0.30%
             Thereafter                              0.25%

      2.     Performance Based Fees

      Dundas does not currently have any clients for which it charges
      performance-based fees. If and when charging such fees for United
      States investors Dundas complies with rules of the SEC. See Item 6,
      below.

      3.     Minimum Account Size

      Dundas typically requires a minimum account size of US$50 million for a
      separate account.

      4.     Negotiability

      The Standard Fee Schedule may be negotiable.

       5.        Payment and Proration

       Management fees are payable quarterly, in arrears, based on the value of
       the assets at the beginning of the billing period. If a significant amount of
       assets is withdrawn or added during the billing period, Dundas may use
       the average amount of assets under management during the billing
       period for calculation of the fee. For services that begin or end at a time
       other than the beginning or end of a quarter, the fees are prorated based
       on the days during the quarter that the assets were under management
       by Dundas.

       6.        Valuation of Assets

       To determine the value of the assets in each account, Dundas obtains
       prices from an independent pricing agent, which is generally the
       custodian of the assets. The pricing agent determines the value of the
       assets in the account based on the market value of the securities as of the
       end of trading of each day on which the market is open for trading. Where
       no market value is available, the price is based on comparable sales of
       similar securities or other methods determined to be reasonable by
       Dundas.

       7.        Accounts using margin.

       Dundas never allows the accounts it manages to use margin, and
       therefore, margin is not a factor in calculating its fees.

B.     Billing

Dundas bills clients directly for its fees. Where required, Dundas sends
statements to clients within thirty (30) days following the end of the billing
period. All fees are due and payable by clients within 30 days of the date of the
statement. Dundas does not deduct its fees from client assets.

C.     Other fees and expenses

       1.        Other Fees Charged by Dundas

       Dundas does not charge any additional fees in connection with providing
       management services to clients. Dundas reserves the right to charge
       additional fees for out of the ordinary services clients may request such as
       detailed analyses of transactions or copies of historical information.

       2.        Investments in Funds

       Although unlikely, Dundas reserves the right to invest client assets in
       securities of investment companies, such as exchange-traded funds
       (ETFs), mutual funds or hedge funds. Investment companies generally
       charge management and administration fees to the investors, which are
       in addition to the fees charged by Dundas.

       3.     Custody

       The custodian of the assets managed by Dundas charges fees for its
       custodial services. Clients will be responsible for payment of those fees.

       4.     Brokerage and other Costs

       Clients are responsible for fees charged by brokers executing transactions
       in their accounts, including brokerage fees and other transaction costs.
       See Item 12.

D.     Payments and Refunds

Dundas does not typically seek advance payments of any sort; however, some
clients have elected to pay fees in advance as separately documented in their
investment management agreements. If a client were to pay for any service in
advance and the fees were not earned when the services are terminated, Dundas
would refund all unearned fees within 30 days following the date the services
were terminated.

E.     Compensation for sale of securities or other investment products

No commissions or other compensation are paid to or earned by Dundas or any of
its staff in connection with the sale of any securities or investment products to
clients.

Item 7 - Types of Clients
Dundas offers its portfolio management services to clients in the United States,
the United Kingdom, Australia and New Zealand.

The Firm's clients include investment advisers, professional clients, pooled
investment vehicles, institutional investors such as corporate pension and profit-
sharing plans, endowment funds and other charitable organisations.