Kanawha Capital Management LLC

FEES AND COMPENSATION

Kanawha is typically compensated for its investment advisory services by charging you a management fee
based on the market value of your assets under our management. Our standard fee schedule is outlined
below:

                   First $1,000,000 of assets   1% per annum

                   Next $4,000,000 of assets .75% per annum

                   Assets above $5,000,000 .50% per annum

Fees are billed quarterly in advance based upon the market value of the assets at the end of the preceding
quarter. If your relationship with us begins or ends during a calendar quarter, the fee will be prorated for
the appropriate number of days completed or remaining in the quarter. Rarely, certain manually priced
securities that are priced on a more infrequent basis may carry a valuation from earlier in a quarter rather
than quarter end for fee billing purposes. Where applicable, you will be issued a refund for the portion

of your quarterly fee paid in advance which was unearned. De minimis fees and fee refunds under $5 will
generally be waived to minimize administrative time and expense.

We may negotiate the amount of your fee depending upon circumstances including but not limited to
account composition and complexity, as well as other client or family relationships at Kanawha. This may
result in different fees being charged by us for client accounts that are similar in composition and
objectives. In isolated cases, some clients pay a fixed fee for our investment management services or may
pay different fee rates on specific asset classes (stocks, bonds, cash) within the portfolio. In the latter
case, Kanawha may have a conflict of interest to invest client funds in the highest fee asset class. Our
employees and their family related accounts may be charged a reduced fee, or no fee, for our services.

You may pay your fee directly to us upon receipt of our invoice, or you may authorize your custodian to
allow us to directly debit our fee from your account or accounts. If you choose the latter method, your
custodian will not confirm our fee but will pay the fee amount communicated by us and remit the fee
directly to Kanawha. You will receive a periodic statement from your custodian which will show the
amount of the fee which has been sent to us. You should confirm the accuracy of our fee calculation upon
receipt of your custodian’s statement.

The fees you pay us do not include brokerage commissions or other fees or charges associated with
securities transactions implemented with or through a brokerage firm, mark-ups or mark-downs in
principal transactions, deferred sales charges, stock exchange fees, wire transfer or related processing
fees, transfer taxes or other charges mandated by law or regulation. All of these will be charged to you in
addition to our fee. We do not receive any portion of the foregoing expenses or fees. You should go to
the section on Brokerage Practices in our brochure for more information on how we select or recommend
brokerage firms for your securities transactions.

You should understand that mutual funds, including exchange traded funds, in which your assets are
invested by us or by others, impose separate investment management fees and other operating expenses,
described in the fund’s prospectus, for which you, the client, will be charged separately from the fee paid
to us for our services. From time to time, Kanawha may evaluate the appropriateness of mutual fund
share classes retained in client portfolios.

On occasion, our clients may request that Kanawha segregate assets within a portfolio that they do not
want the firm to provide continuous supervision or management. From time to time, this may be
appropriate and allowed by our firm. These “unsupervised assets” will be designated as such on the
Kanawha portfolio appraisal. Our normal investment fee will not be applied to these assets.

Clients should be aware that similar or comparable services may be available from other firms, including
other investment management firms, at a cost higher or lower than that available through us.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

This section does not apply to Kanawha Capital Management, LLC.

TYPES OF CLIENTS

Our clients include individual persons, pension and profit-sharing plans, trusts, estates, charitable
organizations and corporations or similar business entities. Generally, our minimum account size is
$1,000,000; although, this may be waived based on considerations such as the account’s relationship to
established clients or other factors.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS

We use several methods of investment analysis and various investment strategies to provide services to
our clients. Our methods of investment analysis include the use of financial charts and graphs;
fundamental analysis which is the analysis of a company’s cash flows and financial statements, its
management, competitive advantages, markets, etc.; technical analysis which is the analysis of a company
by studying past market data such as price and volume; and cyclical analysis which involves the buying
and selling of investments when certain financial ratios are low or high. Our investment strategies include
long-term purchases (securities generally held for at least a year) and short-term purchases (securities
generally held for less than a year).

The securities we use in our investment strategies and investment advice include equity securities such
as exchange listed securities; securities traded over the counter and foreign issues; options strategies;
warrants; debt securities of corporations and similar entities; certificates of deposit; municipal and
government securities; and investment company securities such as mutual fund shares including exchange
traded funds.

Options Strategies: In limited situations, generally upon client direction and/or consent Kanawha Capital
Management may engage in options transactions (or engage an independent investment manager to do
so) for the purpose of hedging risk and/or generating portfolio income. The use of options transactions as
an investment strategy can involve a high level of inherent risk. Option transactions establish a contract
between two parties concerning the buying or selling of an asset at a predetermined price during a specific
period of time. During the term of the option contract, the buyer of the option gains the right to demand
fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security, depending
upon the nature of the option contract. Generally, the purchase or sale of an option contract shall be with
the intent of “hedging” a potential market risk in a client’s portfolio and/or generating income for a client’s
portfolio. Please Note: Certain options-related strategies (i.e., straddles, short positions, etc.), may, in and
of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these
enhanced volatility and principal risks associated with such strategies. Considering these enhanced risks,
a client may direct Kanawha Capital Management, in writing, not to employ any or all such strategies for
their accounts.

Covered Call Writing: Covered call writing is the sale of in-, at-, or out-of-the-money call options against a
long security position held in a client portfolio. This type of transaction is intended to generate income. It
also serves to create partial downside protection in the event the security position declines in value.
Income is received from the proceeds of the option sale. Such income may be reduced or lost to the extent
it is determined to buy back the option position before its expiration. There can be no assurance that the
security will not be called away by the option buyer, which will result in the client (option writer) to lose
ownership in the security and incur potential unintended tax consequences. Covered call strategies are
generally better suited for positions with lower price volatility.

Please Note: There can be no guarantee that an options strategy will achieve its objective or prove
successful. No client is under any obligation to enter into any option transactions. However, if the client
does so, they must be prepared to accept the potential for unintended or undesired consequences (i.e.,
losing ownership of the security, incurring capital gains taxes). For any questions, Kanawha Capital
Management’s Chief Compliance Officer remains available to address any questions that a client or
prospective client may have regarding options.

Investing in securities, such as the types of securities used by us in managing your assets, or providing you
investment advice involves the potential risk of loss in the value of the securities both in the amount
invested as well as any profits which have not been realized by selling the securities. You should be
prepared to bear the risk of such losses. The degree of risk depends upon the type of security or strategy
involved.

RETIREMENT ROLLOVERS

If you are leaving an employer, you have several options regarding your retirement plan. Among these
options are:

    •   Leaving the assets in your former employer retirement plan, if permitted
    •   Rolling over the assets to your employer’s plan, if applicable and if rollovers are permitted
    •   Rolling over retirement plan assets into an IRA; or
    •   Cashing out the retirement plan assets and paying the taxes due

Kanawha may recommend that you roll over your retirement plan assets to an IRA or similar retirement
account managed by our Firm. This recommendation represents a potential conflict of interest, as
Kanawha’s management fee may be higher than your cost if you remain in your employer’s plan.
However, Kanawha’s management of the rollover account includes direct access to and frequent
communication with your portfolio manager, ongoing financial planning advice, periodic modeling and
stress testing of various return and spending assumptions, and consultation with other trusted advisers
in the tax and estate planning areas. Some or all of these services may not be available to you as part of
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