Hillsdale Investment Management Inc

5.     Fees and Compensation

Hillsdale earns management fees and incentive or performance fees for its services. We have
provided fee schedules in the sections below.
All fees are payable in arrears.
Fees earned from the Funds are generally deducted from the assets of the Funds. For some
institutional clients invested in the Funds, fees may be billed separately from the Fund, in arrears.
Fees earned from the Funds are generally not negotiable. However, Hillsdale may enter into side
letters with certain clients in the Funds, now or in the future, in its sole discretion. These clients may
be charged management and/or performance fees at lower rates than the standard rates in exchange
for a larger investment, a longer initial lock-up or other reasons. In addition, Hillsdale may grant
certain investors additional liquidity rights in exchange for redemption charges. Upon specific
request, some clients may be granted such things as increased transparency, notice of certain events
(e.g. change in ownership or control) and more frequent reporting. Hillsdale determines the terms of
any side letters on a case-by-case basis.
The fees for the management of separate institutional and private client accounts are negotiated and
vary with each relationship. They are documented in the contract with the client. The fees are
payable in arrears and are billed separately from the account.
The Funds and separate client accounts must pay all brokerage and transaction costs associated with
their activities, including research, brokerage commissions, dealer spreads, financing charges and
related transactional fees and expenses, interest expenses and dividends payable with respect to
securities sold short. Additional expenses may be charged as determined by Hillsdale. Please see

7.       Types of Clients
Hillsdale provides investment advice to a range of clients, including the following:
         a) Pooled investment vehicles – These will include both funds established by Hillsdale and
            instances where Hillsdale acts as a sub-advisor to funds, including private funds, public
            funds and registered investment companies, established by other managers;
         b) Pension and profit-sharing plans;
         c) Trusts, estates and charities;
         d) Corporations and other business entities; and
         e) Individuals, typically high net worth individuals.
We have outlined below the requirements for opening or maintaining accounts.
Funds
The Canadian dollar is the functional currency of the CLV Fund, CSC Fund, CMC Fund, CCE Fund and GI
Fund. Units in these funds are offered in Canadian dollars. Such Units are offered as Series A.CA$,
F.CA$, G.CA$, I.CA$, J.CA$, P.CA$, V.CA$ and Z.CA$ Units.
The United States dollar is the functional currency of the USC Fund, UMC Fund, GSC Fund and the GE
Fund. Units in these funds are offered as follows:
     •   Series A.U$, F.U$, I.U$, J.U$, P.U$, Z.U$ Units may be purchased in U.S. dollars.
     •   Series A.CA$.U$H, F.CA$.U$H, I.CA$.U$H, J.CA$.U$H, P.CA$.U$H, Z.CA$.U$H Units may be
         purchased in Canadian dollars. The currency exposure of Units of these series to the U.S. dollar
         is hedged by Hillsdale. There are costs associated with such currency hedging and there is no
         assurance that Hillsdale will be able to completely eliminate the effect of currency fluctuations.
     •   Series A.CA$, F.CA$, I.CA$, J.CA$, P.CA$, S.CA$, V.CA$, W.CA$, Z.CA$ Units may be purchased
         in Canadian dollars. The currency exposure of Units of these series to the U.S. dollar is not
         hedged by Hillsdale.
Hillsdale may, in its sole discretion, establish additional series of Units to those described above.
In the discussion below references to Series A, Series F, Series G, Series I, Series J, Series P, Series S,
Series V, Series W and Series Z Units are to the series of a fund in general, as outlined above,
irrespective of currency.
Hillsdale offers units in the Hillsdale Funds for sale in British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, Québec, Newfoundland and Labrador, Prince Edward Island, Nova Scotia and New
Brunswick on the basis of the “accredited investor” exemption and the “minimum amount”
exemption from the prospectus requirements (National Instrument 45-106 Prospectus and
Registration Exemptions; sections 2.3 and 2.10) and, where applicable, the registration requirements
of applicable securities legislation.
If the purchaser qualifies as an accredited investor in these provinces the minimum initial investment
for Series A Units, Series F Units, Series G Units and Series Z Units of the funds is $50,000. Hillsdale
may accept subscriptions in lesser amounts in its sole discretion.

                                            Hillsdale Investment Management Inc.
                   1 First Canadian Place, 100 King Street W., Suite 5900, P.O. Box 477, Toronto, Ontario M5XC 1E4
                                      Tel: (416) 913-3900 Fax: (416) 913-3901 • www.hillsdaleinv.com

For purchasers other than individuals, e.g., corporations, trusts and similar entities, who do not
qualify as accredited investors the minimum initial investment for Series A Units, Series F Units and
Series Z Units purchased under the minimum amount exemption is $150,000.
The minimum initial investment for Series I Units and Series P Units of the funds is $2,000,000. The
minimum initial investment for Series J Units is $25,000,000. The minimum initial investment for
Series S Units of the GE Fund is $25,000,000. The minimum initial investment for Class V Units: (i) of
the CSC Fund - $50,000,000; and (ii) of the GSC Fund and GE Fund - $25,000,000. The minimum initial
investment for Class W Units; (i) of the GSC Fund is $100,000,000, and (ii) of the USC Fund is
$120,000,000. Hillsdale has full discretion to accept subscriptions in lesser amounts for all of these
series.
Certain international and qualified U.S. investors are permitted to invest (directly or indirectly) in the
Hillsdale Funds. In general U.S. investors may invest in the Hillsdale Funds if they meet the
requirements of “accredited investor” and/or “qualified purchaser” as defined in U.S. legislation and
regulations.
Such investments are subject to Canadian federal income tax considerations, primarily withholding
taxes of 15% on distributions of income or realized capital gains from the Hillsdale Funds to US
residents. The amount of the withholding tax may be credited against the US tax liability of the US
resident to reduce the amount otherwise payable. More details are provided in the appropriate
Hillsdale Funds’ offering memorandums and related addendums. U.S. and international investors
must contact Hillsdale to discuss any possible investments. An offer to invest can only be made to
qualified investors through the offering documents.
Separately Managed Accounts
Hillsdale also manages client portfolios, for both individuals and institutions, in separate or managed
accounts on a discretionary basis. The managed account investments may include units in Funds
managed by Hillsdale, or due to size considerations may be managed utilizing a modification of one or
more of the strategies of the Funds. Managed accounts may also be managed using a specific
strategy agreed with the client, either by Hillsdale directly managing securities positions or by
Hillsdale providing model portfolio recommendations to an Overlay Manager.
For individuals the minimum account size is $1,000,000. For institutional investors the minimum
account size is $25,000,000. Hillsdale may accept mandates to manage lesser amounts.

                                           Hillsdale Investment Management Inc.
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