Giverny Capital Asset Management LLC

Item 5: Fees and Compensation
   Item 5A: Description
       GCAM bases its fees on a percentage of assets under management. The
       Firm’s fee schedule is as follows:

                        Giverny Capital Asset Management LLC

                                     Annual                         Quarterly
    Account Value*
                               Advisory Fee Rate**             Advisory Fee Rate**

    First $10 million                   1.00%                         0.25%

    Next $20 million                    0.80%                         0.20%

Amounts over $30 million                0.60%                         0.15%
              *Market value inclusive of cash and accrued income.
            **Stated as a percentage of assets under management.

      The Firm may charge a lesser or greater investment advisory fee than is
      stated in the above schedule based upon mutual agreement with the client
      and for certain criteria (e.g., historical relationship, type of assets, anticipated
      future earning capacity, anticipated future additional assets, dollar amounts of
      assets to be managed, related accounts, account composition, negotiations
      with clients or their advisors, etc.). GCAM may consider families or other
      entities with more than one account to consist of a single relationship for the
      purpose of calculating fees.
      Lower fees for comparable services may be available from other sources.

 Item 5B: Fee Billing
     Clients engage GCAM to provide investment management services on a fee-
     only basis. The Firm charges an annual investment advisory fee based upon
     a percentage of the market value of the assets managed by GCAM.
      GCAM's annual investment advisory fee is paid in arrears on a calendar
      quarterly basis (i.e. January 1, April 1, July 1, and October 1) and calculated
      based on the market value of a client's assets under management (inclusive
      of cash and accrued income) on the last trading day of the prior calendar
      quarter, in accordance with the fee schedule set forth above. Unless
      otherwise directed by the client, GCAM's advisory fee is debited directly by
      the custodian from the client's account on a quarterly basis.
      If the investment advisory relationship begins subsequent to the beginning of
      a calendar quarter, then the initial fee is prorated over the remaining days in
      the initial calendar quarter and debited on the first day of the following
      quarter. In the event that the client terminates the engagement prior to the
      end of a calendar quarter, the investment advisory fee is debited from the
      client's account on a prorated basis using the number of days in the calendar
      quarter that the client's account was under management and the market value
      of the account on the day the engagement was terminated.
      GCAM's fees are not adjusted to reflect account deposits or withdrawals
      during a quarter, except if the deposit or withdrawal equals or exceeds 10% of
      the market value of the account (measured before the deposit or withdrawal).
      In the event of such a significant deposit or withdrawal, GCAM calculates its

                        Giverny Capital Asset Management LLC

    fees by separating into separate periods the portion of the quarter occurring
    before the event and the portion of the quarter following it, and then
    calculating fees for each period pro rata based on the number of days in the
    given period and the market value of the account at the end of the period. The
    fees for each of the periods are then totaled to arrive at the quarterly fee.
    If a client has more than one account with GCAM on which investment
    advisory fees are charged, then the fees computed will be based on the
    combined market value of those accounts, and the advisory fee can be
    charged to any of the client’s underlying accounts as deemed most
    appropriate by the Firm. In the situation where multiple accounts exist under
    the same household, then all accounts will be treated on a combined basis for
    the purpose of calculating fees, account size, and the previously mentioned
    10% deposit and 10% withdrawal thresholds.
    GCAM reserves the right to negotiate the advisory fee under certain
    circumstances. GCAM does not impose a per client minimum for investment
    management services but does have the discretion to do so if the initial
    account value is deemed too small to cover expenses related to management
    of the account. GCAM considers accounts with assets of less than $250,000
    as small in proportion to their associated expenses.
    GCAM reserves the right to terminate any client relationship for any reason.
    In the event of termination, the advisory fee would be prorated according to
    the number of days that a client’s assets were under management by the
    Firm.
    Fees are withdrawn directly from client accounts held at the client’s custodian.
    The custodian is sent an invoice to process the debiting of fees from client
    accounts, unless an alternate arrangement has been made by the client.
    Clients are sent a copy of the advisory fee invoice along with their quarterly
    statements from GCAM. Our clients provide written authorization to GCAM to
    instruct the client’s custodian to directly deduct advisory fees.

Item 5C: Other Fees
    When we buy and sell client securities through executing brokers, there are
    commission charges assessed to these transactions which are debited
    directly from the client’s account. In addition to commissions, there may be
    other fees assessed by the client’s custodian which are also debited directly
    from the client’s account by the custodian. Those commissions, fees and
    other charges are determined by the client’s contract with the custodian and
...

Item 7: Types of Clients

       GCAM generally provides investment management services to individuals,
       trusts, and other institutional entities. Client relationships will vary in scope
       and length of service. GCAM does not impose a strict per client minimum for
       investment management services but does have the discretion to do so if the
       initial account value is deemed too small to cover expenses related to the
       management of the account. The Firm considers accounts with assets of less
       than $250,000 as small in proportion to their associated expenses.

                         Giverny Capital Asset Management LLC