Birch Hill Investment Advisors LLC

Item 5 Fees and Compensation
(a) Compensation to Birch Hill

Birch Hill's compensation is generally based on a percentage of the value of the assets managed.
Each quarter the annual fee is calculated based on the prior month’s ending market value for the
account and one fourth is charged in arrears. In the case of certain manually priced securities the most
recent valuation available, which is generally earlier than the end of the prior month, may be used for
fee billing purposes. The standard annual fee schedule is as follows: 1.00% on the first $2 million, plus
0.75% on the next $3 million, plus 0.50% on the balance of market value, with a minimum annual fee
of up to $20,000. Birch Hill may from time to time, depending on individual circumstances, in its sole
discretion, charge a lesser fee than the stated minimum, or reduce its standard investment
management fee.

When Birch Hill employees serve as a trustee for a client's account, we may seek additional annual
compensation of ¼ of 1% of the market value of the account. Birch Hill charges an additional hourly,
flat, or other alternative fee where the services are more than those usually provided, or in special
circumstances. These fees are negotiated on a case-by-case basis and at the sole discretion of Birch
Hill.

Birch Hill receives fees based on the value of client accounts, and, for this reason and others, it is
important that client portfolios are priced accurately. Birch Hill uses prices provided by the custodians
that hold client securities or a reliable third-party vendor if the custodians do not provide a price. If the
custodians and the pricing service cannot provide a price, Birch Hill will obtain a price on a best-efforts
basis. In such cases the source of the price is documented.

In the case of non-publicly traded holdings, Birch Hill may price the holding at original cost, zero value
or a reasonable valuation method. For situations in which neither an exchange nor a broker, dealer or
market maker issues a price for a security, and the security is not being priced at cost or zero value,
Birch Hill may apply "fair valuation" procedures which it has adopted.

(b) Fee deducted directly from client account

For almost all Birch Hill clients the fee is computed by Birch Hill and deducted directly from the client
account by the qualified custodian per invoice from Birch Hill. Copies of all invoices are available upon
request. A few clients, at their request, are billed personally for our service and send or arrange to
send Birch Hill a check for the amount due. Birch Hill discourages this practice. If margin borrowing is
deployed in any Client Account for purposes other than investment management activities, the
Management Fee may be calculated on the gross fair market value of such Account.

(c) Other fees or expenses

In addition to our Management Fee, you may also incur certain charges imposed by unaffiliated third
parties. Such charges include, but are not limited to, fees charged by Independent Managers, custodial
fees, brokerage commissions, transaction fees, taxes, charges imposed directly by a mutual fund,
index fund, or exchange traded fund purchased for the Account which shall be disclosed in the fund’s
prospectus (e.g., fund management fees and other fund expenses), fees imposed by variable annuity
providers and disclosed in the annuity contract, certain 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. These expenses shall be the responsibility of Client.
Please see section 12 below for more information regarding brokerage transactions.

(d) Fees are generally charged quarterly in arrears

Birch Hill discourages clients from paying fees in advance, but we may accommodate a specific client
request.

(e) Birch Hill does not receive asset-based sales charges, service fees or any other compensation for
the sale of securities or other investment products.

Item 7 Types of Clients
Birch Hill provides investment advisory services primarily to individuals, trusts, and certain non-taxable
accounts. While Birch Hill does not have a stated minimum account size, the stated minimum annual
fee of $20,000 implies a minimum account size of $2 million based on our standard fee schedule. As
noted above, Birch Hill may from time to time, depending on individual circumstances, charge a fee
less than the stated minimum.