SASCO Capital Inc

Item 5 - Fees and Compensation

Annual-based Fees:

Sasco Capital is a fee-based investment adviser. Annual fees are calculated quarterly in
arrears, based on a percentage of the dollar value of assets under management at the end of
the quarter.

Part 2A of Form ADV: Sasco Capital, Inc. Brochure

The annual fee schedule for institutional accounts, for all three products, is as follows:

               0.80% on the first $10,000,000.
               0.50% on the next $40,000,000.
               0.40% on the next $50,000,000.
               0.35% on the next $200,000,000.
               Negotiable thereafter.

Fees for international institutional accounts requiring international travel/servicing are negotiated
separately and can vary from the above fee schedule. Fees for individual high net worth clients
are negotiated at a minimum of 0.50% of assets under management. Fees for sub-advised
accounts and for 3(38) fund structures are negotiated separately and are not subject to the same
graduated fee schedule. Multiple accounts of one client relationship may be grouped together for
purposes of calculating the fee.

Fees are waived for in-house Sasco Capital Employee separate accounts.

Payment of Fees:

Fees are payable quarterly, in arrears, based upon the assets under management for a client’s
account, as of the last day of the preceding quarter, or, if requested by client, based on the
average of the three month-end market values for the quarters ending on March 31, June 30,
September 30 and December 31. If the client account closes during the quarter, the market value
of the last day the agreement was in effect will be included in the month- end average calculation.
Fees are billed directly to the client, on a quarterly basis, and are paid by the client to Sasco
Capital by check or bank wire.

 Any Investment Management Agreement (IMA) between Sasco Capital and a client may be
terminated by either, at any time, without payment of any penalty, by giving the other party a
30-day written notice. In the event the IMA is in effect for only a portion of a quarter, then the
quarterly payment will be calculated as if the termination date of the IMA was the last business
day of such quarter, multiplied by a fraction, the numerator of which is the number of business
days in the quarter for which the agreement was in effect, and the denominator of which is the
total number of business days in such quarter.

Additional Fees and Expenses:

Advisory fees paid to Sasco Capital do not include all of the fees a client would pay in connection
with our advisory services. Fees and expenses a client would pay directly to third parties, include,
but are not limited to:

   •   Brokerage commissions;
   •   SEC fees;
   •   Transactions fees;
   •   Custodial fees;
   •   Accounting fees;
   •   Audit fees; and
   •   Wire transfer and electronic fund processing fees.

Part 2A of Form ADV: Sasco Capital, Inc. Brochure

Sasco Capital does not receive, directly or indirectly, any of these fees. For more information
regarding brokerage and other transaction costs, please see Item 12, below.

Sasco Capital and its employees are not affiliated with any third party or any broker/dealer, nor
do we receive, directly or indirectly, any compensation from the sale of securities or investments
that are purchased or sold for a client’s account. As a result, we are a “fee only” investment
adviser and do not have any potential conflicts of interest that relate to any additional
compensation from a client.

Item 7 - Types of Clients

Sasco Capital offers its investment advisory services to several types of clients, including:

   •   Corporate pension and profit-sharing funds
   •   Public pension funds
   •   Endowments
   •   Foundations
   •   Investment companies
   •   Trusts, estates and charitable organizations
   •   Family Offices
   •   Taft-Hartley plans, governmental plans and municipalities
   •   High net worth individuals
   •   Not for profit entities, and
   •   Principals/employees of Sasco Capital

Part 2A of Form ADV: Sasco Capital, Inc. Brochure

For a Client’s account that is a pension or other employee benefit plan governed by the Employee
Retirement Income Security Act of 1974, as amended, (“ERISA”), Sasco Capital acknowledges
that it is a fiduciary to the plan under Section 3(38) of ERISA. In providing its investment
management services, the sole standard of care imposed upon it is to act with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. Sasco Capital will provide certain required disclosures to the
“responsible plan fiduciary” (as such term is defined in ERISA) in accordance with Section
408(b)(2), regarding the services it provides and the direct and indirect compensation it receives
from such clients. Generally, these disclosures are contained in this Form ADV Part 2A, the client
agreement and in separate ERISA disclosure documents, and are designed to enable the ERISA
plan’s fiduciary to: (1) determine the reasonableness of all compensation received by Sasco
Capital; (2) identify any potential conflict of interests; and (3) satisfy reporting and disclosure
requirements to plan participants.