Pembroke Management Ltd

Item 5 – Fees and Compensation

With respect to all types of Clients, we are compensated with a management fee (a percentage of assets
under management). The client may opt to have the invoice paid either by cheque or debited directly
from their account.

Clients generally have fee arrangements that differ depending upon the type of strategy we use in
managing the account. Our standard fee schedules for advisory services are set forth below. These fee
schedules may be negotiable and the minimum account size may be negotiable.

Individually Managed Accounts:

Annual Rate                       1% of the market value of assets under management on first $10 million
                                  0.85% on next $15 million
                                  0.75% on next $25 million

Accounts above $100 million may be subject to certain restrictions and fee negotiations.

Minimum Account Size for a separately managed account is $5,000,000, except for accounts invested
only in Pembroke managed mutual or pooled funds where the minimum account size is $2,000,000 (note
these accounts are only available to Canadian residents).

Fees are normally calculated at the end of each calendar quarter based on total portfolio market value as of
the last day of the calendar quarter. Fees are generally billed quarterly in arrears. Fees will be prorated for
each capital contribution and withdrawal made during the applicable calendar quarter (with the
exception of de minimis contributions and withdrawals). Accounts initiated or terminated during a
calendar quarter will be charged a prorated fee. A client may terminate an investment advisory contract
immediately at any time by written notice to Pembroke. Upon termination, by either Pembroke or the
client, the fee will be prorated and payable in arrears as of the termination date, as determined by
Pembroke.

Additional Expenses

Our fees are exclusive of brokerage commissions, transaction fees, custodial fees, and other related costs
and expenses, all of which are incurred by the Client. Please refer to Item 12 for additional information
regarding the factors we consider in selecting broker-dealers for Client transactions and in determining
the reasonableness of their compensation.

Related Conflicts:

Affiliated and Unaffiliated Mutual Funds: From time to time, clients may have supervised assets that are
invested in mutual funds (including money market funds). Compensation (including, without limitation,
management and other fees, carried interest, profit participation and reimbursement of operating and other
expenses) to mutual funds that are not affiliated with us will be borne by Clients, and we will not offset, or
pay such fees from, our management fees. However, we do offset the compensation we receive against
compensation received by us on the Funds that are affiliated with us to avoid a “double-dip” on fees for
the same portion of assets when the management fee has already been deducted.

Item 7 – Types of Clients
As noted in Item 4 above, we may provide investment advisory services to individually managed accounts
for institutional investors including, but not limited to, corporate and public pension funds, endowments
and foundations, private investment funds, as well as to mutual funds, and wealthy individuals. The
minimum dollar value for opening a separate account is generally $5,000,000. We may lower or raise the
minimum account size at our discretion.

Termination provisions for advisory contracts for individually managed accounts are subject to negotiation
but generally may be terminated at any time without penalty either by the client or Pembroke, upon written
notice to the other party.