Minneapolis Portfolio Management Group LLC

Item 5. Fees and Compensation

MPMG charges an investment advisory fee to clients determined as a percentage of the market value of assets
under management. The fee schedule percentage is based on the market value of the assets in the account at
the time the account is opened. This percentage may be adjusted by agreement between MPMG and the client
if the client adds or withdraws assets after the account is opened. However, the percentage used to calculate
the fee will not automatically change solely because of appreciation or depreciation in the market value of
assets under management. When charging investment advisory fees to clients, it is MPMG's practice to round
fees up or down to the nearest dollar.

Direct Client Fees

The basic fee schedule for non-institutional clients whose assets are managed directly by MPMG is as
follows:

Assets Under Management at Inception              Annual Fee
          $0 - $500,000                              2.0%
      $500,001 - $1,000,000                          1.8%
     $1,000,001 - $5,000,000                         1.6%
         $5,000,001 - up                             1.4%

The basic fee schedule for institutional clients whose assets are managed directly by MPMG is as follows:

Assets Under Management at Inception              Annual Fee
        $0 - $2,000,000                              1.4%
    $2,000,001 - $5,000,000                          1.2%
        $5,000,001 - up                              1.0%

MPMG may, in its sole discretion, or as otherwise specifically stated in a client’s advisory agreement with
MPMG, aggregate assets in related accounts for purposes of the fee break points in the schedules above.
MPMG may also reduce fees charged to any client at its discretion. However, MPMG does not have the
ability or authority to increase fees that clients agree to pay MPMG absent a written agreement signed by
both parties.

MPMG’s fees are negotiable. The investment advisory fees charged may vary significantly from client to client
and may be higher or lower than those indicated in the basic fee schedules above. Factors taken into
consideration when negotiating fees include the amount of assets under management, the nature of the
assets, the type of analysis required to manage the account, the level of service required by the client, and
the overall relationship of the client or the client’s broker with MPMG. The fee schedule and specific manner
in which fees are charged to each client account is provided for in the advisory agreement that clients sign
when they establish an investment advisory relationship with MPMG.

Fees are payable quarterly, in advance, based upon the value of assets in the client’s account on the last
business day of the previous quarter.

Wrap Account Fees

The fee MPMG charges for managing assets pursuant to a wrap program is determined by agreement
between the wrap program’s sponsor and MPMG. This fee is negotiated on a case-by-case basis and may vary
with different program sponsors. Program sponsors typically collect the total program fee and remit MPMG’s
fee to MPMG.

The documents relating to each wrap program provide additional information regarding the fees payable in
connection with the program. In certain circumstances, clients participating in wrap programs enter into an
advisory agreement directly with MPMG, although the program sponsor will still collect the fee on MPMG’s
behalf.

Wrap account fees are payable in accordance with the agreement between the wrap program’s sponsor and
MPMG, but are typically payable quarterly, in advance, based upon the value of assets in the client’s account
on the last business day of the previous quarter.

Model-Based Managed Account Program Fees

The fee MPMG charges for providing model-based managed account program services is determined by
agreement between the program sponsor and MPMG. This fee is negotiated on a case-by-case basis and may
vary with different program sponsors. The documents relating to each model-based managed account
program provide additional information regarding the fees payable in connection with the program.

Model-based managed account program fees are payable in accordance with the agreement between the
model-based managed account’s program sponsor and MPMG, but are typically payable quarterly, in arrears,
based upon the net asset value of all accounts for which the program sponsor employs the advice provided
by MPMG as of the last business day of the previous quarter.

Additional Information Regarding Fees

The following applies to direct client and wrap account fee schedules:

   •   If the account was opened or is terminated during a quarter, the client pays a prorated fee based on
       the period of time during the quarter that the account was open and will receive a pro rata refund of
       fees paid in advance. Clients may add cash to and withdraw funds from their account(s) at any time.
       MPMG reserves the right to charge a prorated fee with respect to any material addition of assets
       during any quarter.

   •   Clients may elect to have the quarterly fee deducted automatically from their account. To make this
       election, clients are required to provide authorization in the advisory agreement. Clients will receive
       a monthly or quarterly account statement directly from the custodian broker-dealer maintaining
       their account(s) with the management fee withdrawal clearly noted. Upon request, MPMG will also
       bill clients directly.

   •   If client assets are invested in mutual funds (including money market funds and exchange-traded
       funds), unit investment trusts, annuities, or similar investment vehicles, the client’s account will bear
       its proportionate share of the fees (including advisory fees) and internal management expenses of
       such investment vehicles, as well as any applicable sales loads, although MPMG expects that most
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Item 7. Types of Clients

MPMG provides investment management services to individuals, high net worth individuals, trusts, estates,
pension and profit-sharing plans, certain government entities, insurance companies, and certain
institutional clients (e.g., corporations, partnerships, or foundations). MPMG generally requires a minimum
account size of $500,000, subject to waiver on a case-by-case basis by MPMG in its sole discretion. Related
accounts may be aggregated for purposes of satisfying the minimum account size. Account size requirements
for wrap programs are set forth in the documents relating to each program.