Fairpointe Capital LLC

Item 5 – Fees and Compensation

Fairpointe has established an investment advisory fee schedule for individuals and institutions
for its Mid-Cap Equity and ESG Equity accounts:

                   Investment Strategy                   Annual Investment Management Fee

                                            First $10 Million     0.85% of assets
                        Mid-Cap
                                            Thereafter            0.65% of assets
                         Equity
                                            $5 million account(s) minimum

                                            First $10 Million     0.85% of assets
                          ESG
                                            Thereafter            0.65% of assets
                         Equity
                                            $100,000 account(s) minimum

The specific way fees are charged by Fairpointe is established in a Client’s written agreement
with Fairpointe. Fairpointe’s fees are exclusive of brokerage commissions, transaction fees, and
other related costs and expenses, which shall be incurred by the Client. Management fees will
generally be invoiced in advance and payable to Fairpointe at the beginning of each calendar
quarter. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated
fee. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and
any earned, unpaid fees will be due and payable. Fairpointe deducts fees directly from the Client’s
custodial account or Clients can choose to pay the management fee directly.

Fairpointe receives an agreed upon fee for the sub-advisory arrangement with an unaffiliated
investment adviser, which pays Fairpointe a portion of the Client fee for our supervisory
investment management services. That fee can range from 45-50 bps.

Fairpointe receives 50% of the management fee received by the unaffiliated investment advisor
for its services in connection with the use of the model investment portfolio.

Clients may incur certain charges imposed by custodians, brokers, and other third parties such
as fees charged by managers, custodial fees, deferred sales charges, transfer taxes, wire transfer
and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Mutual funds and exchange traded funds also charge internal management fees,
which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive
of and in addition to possible fees Fairpointe may charge, except as otherwise discussed in this
section. Refer to the Brokerage Practices section for more information on how Fairpointe selects
or recommends brokerage firms for Client’s securities transactions.

All fees are subject to negotiation. Possible factors that can lead to negotiation are account size
and/or asset type. Fees can vary from the stated schedule as a result.

                                 Fairpointe Capital LLC

Item 7 – Types of Clients

Fairpointe provides portfolio management services to high-net-worth individuals, pension or profit-
sharing plans, charitable institutions, foundations and endowments, corporations, governmental
entities, pooled investment vehicles, other registered investment advisors and consultants.

                                 Fairpointe Capital LLC