Baldwin Investment Management LLC

Item 5 – Fees and Compensation

 Generally, a minimum of $1,000,000 of assets under management is required for accounts, although
 there are exceptions from time to time, based upon negotiations with the client. Criteria that will
 generally be considered to allow for negotiation of fees include the following:

             1. Having and maintaining an existing relationship with the firm.
             2. Total portfolio value with the firm.
             3. Assurances that the minimum will be met within a twelve-month period.

 Certain assets are excluded from fee calculations, based upon negotiations with the client, and are
 subject to change based upon the client’s documented circumstances.
 The client may terminate an investment advisory or financial planning agreement at any time on
 written notice, and Baldwin may terminate the agreement after thirty days’ written notice.

 FEES- PERCENTAGE OF ASSETS UNDER MANAGEMENT
 Client's Fee Schedule for Discretionary Investment Management is as follows:

 Equity and Balanced Portfolios:

                Market Value                             Fee

                On the first $1 million                  1.0%

                Accounts over $1 million                 negotiable

For Fixed Income Portfolios:

                  Market Value                                 Fee

                  On the first $1 million                    0.65%

                  Accounts over $1 million                  negotiable

Fees are payable monthly or quarterly (either in advance or in arrears based on client circumstances)
based upon the calendar month end market value as provided by the custodian (market value or fair
market values in the absence of market value, plus any credit balance or minus any debit balance) of
the client's account. Client will authorize Baldwin to invoice directly the custodian specified in the
Services Agreement for such management fees earned by Baldwin. Where a fee is based on asset
value, such value shall be determined by Baldwin, unless otherwise determined by the custodian, at
the close of business on the last business day of the billing period. A group of family accounts can
be created and considered as one account in computing the fee, upon client negotiation. Criteria that
are considered to begin negotiation in regard to requesting householding fees are having and
maintaining an existing relationship with the firm, a minimum of $1,000,000 total portfolio value,
and negotiation by the client. Fees are negotiable. Fees which may be paid in advance are refunded
on a pro-rata basis if the service is terminated within the payment period. If a client is invested in
mutual funds, a proportionate amount of the operating expenses of the various funds in which they
are invested are charged by the fund, including management fees that are paid to the funds' advisers.
Baldwin has no financial interest in such payments. Baldwin’s advisory fee calculation takes into
consideration the net capital flows for the period, that are greater than $5,000. Where a client is
invested in a private fund, fees will be calculated retroactively upon receipt of fresh valuations. Fees
for private funds will not be charged if periodically current valuations are not provided by the fund.
Additionally, flat retainer fees may be negotiated by the client based upon, but not limited to, an
individual client’s financial circumstances and objectives.

For discretionary accounts, management fees are deducted automatically from accounts custodied at
Schwab, as authorized in the client custody agreement. For accounts held at outside custodians,
custodians are invoiced directly for management fees on monthly or quarterly basis, dependent upon
the client agreement. In the case where an account has insufficient cash to pay the management fee,
BIM arranges for the sale of securities to raise cash in the account, to allow the fee to be adequately
deducted.

Baldwin offers non-discretionary Advisory Investment Management services for a fee of
$300/hour or by a flat retainer fee which is determined during account negotiations.

Baldwin offers Financial Planning services at an hourly rate, or a negotiated fixed rate based upon
the client circumstances.

Baldwin’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which shall be incurred by the client. Clients may incur certain charges imposed by
custodians, brokers, third party investment and other third parties such as fees charged by managers,
custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic
fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds

and exchange traded funds also charge internal management fees, which are disclosed in a fund’s
prospectus.
Such charges, fees and commissions are exclusive of and in addition to Baldwin’s fee, and
Baldwin shall not receive any portion of these commissions, fees, and costs. Item 12 further
describes the factors that Baldwin considers in selecting or recommending broker-dealers for client
transactions and determining the reasonableness of their compensation (e.g., commissions).

Item 7 – Types of Clients

Baldwin provides portfolio management services to individuals, high net worth individuals, pension
and profit-sharing plans, corporations and charitable organizations.