Gryphon International Investment Corporation

Item	5	–	Fees	and	Compensation

The annual fee schedule for Gryphon International’s discretionary accounts is a percentage
of assets under management as follows*:
           For	accounts	under	$20	million	the	following	schedule	will	apply:
                       A flat fee of 0.75% (75 basis points) will apply.
            For	accounts	over	$20	million	the	following	schedule	will	apply:
                        First $20 million     0.75% (75 basis points)
                        Next $30 million      0.60% (60 basis points)
                        Balance               0.50% (50 basis points)
                               For	accounts	over	$150	million:
                       A flat fee of 0.50% (50 basis points) will apply.
           *Small cap mandates are subject to a flat fee of 0.80% (80 basis points)

Fees are not normally subject to negotiation at this time; however, Gryphon International in
its discretion may negotiate fees or enter into different fee arrangements to the schedule
above and reserves the right to offer a different or more favorable ‘grandfathered’ fee
schedule to existing clients or where a pre-existing relationship exists. Given this situation,
and as management fees are paid by pooled/commingled fund investors separately, clients
invested in the same fund and/or under the same mandate may be charged different fees.
Advisory fees for investment accounts of affiliates or related entities may be waived subject
to Gryphon International’s sole discretion.

It is Gryphon International’s practice to aggregate assets under management for clients that
are related for the purpose of calculating the applicable advisory fee; a relationship
facilitating an aggregated fee assessment may be via a third party, subject to Gryphon
International’s discretion.

The specific manner in which fees are charged by Gryphon International is established and
agreed in writing, normally in the client’s written agreement with Gryphon International.
Gryphon International will generally bill its fees on a quarterly basis in arrears.

Management fees are typically adjusted for capital contributions and withdrawals made
during the applicable calendar quarter where the net effect is greater than $100 on a client’s
invoice (any activity with less effect is considered to be de minimis and is excepted).
Accounts initiated or terminated during a calendar quarter will be charged a prorated fee.

Gryphon International’s fees are exclusive of brokerage commissions, transaction fees, and
other related costs and expenses which shall be incurred by the client; commingled funds
also bear the cost of applicable custody, audit, legal, recordkeeping and other expenses.
Clients also incur certain charges imposed by custodians, brokers, and other third parties,
such as account administration fees and charges, transfer taxes, wire transfer fees, and other
fees and taxes on brokerage accounts and securities transactions. These expenses, including
charges, fees and commissions, are exclusive of and in addition to Gryphon International’s
fee, and Gryphon International shall not receive any portion of these commissions, fees and
costs. Gryphon International does receive certain indirect compensation in the form of
investment research services further to brokerage activity in client accounts as described in

Item	7	–	Types	of	Clients

Gryphon International provides portfolio management services for:

       Pension, retirement and benefit-plan entities, including Taft-Hartley plans, corporate
       plans, and ERISA and non-ERISA plans generally;
       Charitable entities, including Educational, Religious, Arts & Cultural institutions,
       among others;
       Foundations (public and private) and endowments;
       Governmental institutions;
       High net worth individuals and their related entities including family trusts;
       Private investment funds (in the United States and elsewhere); and
       Registered investment funds.

Gryphon International reserves the right to review each prospective client as to investment
profile, value of assets and investment experience prior to admittance as a client in any type
of private account.

Private pooled/commingled accounts are not available to the general public and are only
offered to investors meeting certain eligibility requirements further to Gryphon
International’s assessment.