Gryphon Investment Counsel Inc

Item 5 – Fees and Compensation

The fee schedule for Gryphon’s investment management services is a percentage of assets
under management as follows:

 FEES

 Annual Rate:

 Base: 0.10%

 Performance fees on a per client basis:

 Performance Fee 1:

 0.01% for each 0.10% of excess return over the Portfolio Benchmark annualized return
 (Relative Benchmark).

 Performance Fee 2:

 0.01% for each 0.10% of excess return over the expected long term returns of the client
 designated composite benchmark as agreed to by client.

 Underperformance:

 On a per client basis: For each performance fee above, once portfolio performance falls
 below a Benchmark, no performance fees will be charged with respect to that respective
 Benchmark until such time as the cumulative annualized portfolio performance once
 again rises above that Benchmark as measured from that point of underperformance
 (Reference Point). Performance fees will then be charged from that Reference Point.

 Billing:

 Quarterly in arrears on average of monthly valuations.

MINIMUM ACCOUNT SIZES ACCEPTED

Specialty Segregated $5 million
Balanced Segregated $10 million

                                                                                2|Page

Fees are not normally subject to negotiation at this time; however, Gryphon in its discretion
may negotiate fees or enter into different fee arrangements to the schedule above.

It is Gryphon’s practice to aggregate assets under management for clients that are related for
the purpose of calculating the applicable advisory fee.

The specific manner in which fees are charged by Gryphon is established in a client’s written
investment management agreement with Gryphon. Gryphon will generally invoice its fees
on a quarterly basis in arrears. In certain cases, clients have requested to be invoiced on a
monthly basis.

Accounts initiated or terminated during a calendar quarter will be charged a prorated fee.

Gryphon’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the client; pooled funds also bear the cost of
applicable custody, audit, legal, recordkeeping and other expenses. Clients may incur certain
charges imposed by custodians, brokers, and other third parties such as 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’s fee, and Gryphon shall not receive any portion of these commissions, fees and
costs. Gryphon does receive certain indirect compensation in the form of investment
research services further to brokerage activity in client accounts as described in Item 12.

Please see Item 12 for information describing the factors Gryphon generally considers in
selecting or recommending broker-dealers for client transactions and determining the
reasonableness of their compensation (e.g., commissions).

Item 7 – Types of Clients

Gryphon provides portfolio management services to:

       Pension Funds;
       Health and Welfare Benefit Plans;
       Charitable entities,
       Foundations and Endowments;
       Pooled Investment Funds and Mutual Funds domiciled in Canada;
       Government entities
       Corporations
       High net worth individuals

Gryphon 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 account.