Bourgeon Capital Management LLC

Fees and Compensation

Determining Aggregate Market Value

We base our fees for each managed account and retirement-plan account on the aggregate market
value (the “AMV”) of the account on the valuation date, which is generally the last business day of the

quarter immediately preceding the quarter in which the fee will be earned. The valuation date for
some client accounts may not be the end of a calendar quarter but in all cases is the end of a calendar
month.

To establish AMV, we aggregate the value of cash holdings and the market value of each security held
in the account using prices provided by the account custodian or another third-party pricing source.
Some client accounts hold shares of mutual funds and exchange-traded funds (each an “ETF”). In
computing the values of these shares, we use the values assigned by Charles Schwab & Co., Inc.
(“Schwab”) or the fund distributor.

In general, a security that is listed on a national securities exchange is valued at the last quoted sale
price on the valuation date of the principal exchange on which the security is listed. A security that is
primarily traded on the Nasdaq Global Market, the Nasdaq Global Select Market, or another
recognized Nasdaq market is generally valued using the Nasdaq Official Closing Price. If the Nasdaq
Official Closing Price is not available, the security is usually valued at the last sale price on the valuation
date or, if there were no sales on that day, at the mean between the bid and asked prices. Over-the-
counter securities that are not principally traded on a Nasdaq market are generally valued at the most
recent trade price. Options and securities issued by the United States government, such as Treasury
bills, are typically valued at the most recent bid price. If an account custodian or other pricing source
is unable to provide a value for a security held in a client account, Bourgeon will establish the fair value
of the security in good faith. In establishing fair value, we have complete discretion to use one or more
pricing services, banks, and broker-dealers that we believe to be experienced in these matters.

We often hold cash in accounts for strategic and other purposes. In all cases, the value of cash holdings
and other property is included in the AMV of the account and is taken in account in calculating our
advisory fees. In general, dividends, interest, and other distributions are reinvested when received,
which generally increases the AMV of the account and consequently our fees.

Managed Accounts

For discretionary investment advisory services, we typically charge fees at the following incremental
levels based on the AMV of the account:

    Up to $1 million                                       1.0% per year
    Between $1 million and $2 million                      0.9% per year
    Between $2 million and $5 million                      0.7% per year
    Between $5 million and $10 million                     0.6% per year
    Above $10 million                                      0.5% per year

As an example, a discretionary account with an AMV of $2,500,000 would pay advisory fees at the
annual rate of 1.0% on $1 million, 0.9% on $1 million, and 0.7% on $500,000.

For non-discretionary investment advisory services, we typically charge fees at the rate of 0.3% per
year of the AMV of the account.

We charge fees quarterly and in advance, meaning that the fee is directly debited from the client
account on or about the first day of the quarter in which it will be earned. The quarterly fee is based
on the AMV of an account on the last day of the preceding calendar quarter, multiplied by the annual
rate and divided by four. If the investment management agreement terminates, we promptly refund
any unearned fees. The amount refunded will be based on the number of days during the billing
period that have elapsed prior to termination. If a client has more than one managed account, then
the AMV of all accounts are aggregated in determining the appropriate fee level.

Because our services depend on the individual needs of particular clients, our fees may vary based on,
among other things, the nature and identity of the client, the relationship of the client with other
Bourgeon clients (such as through a family group), the nature of the managed account, and other
circumstances. We have existing managed-account clients with fee arrangements that differ from the
percentages set forth above. These fee arrangements may not be offered to prospective clients.

Bourgeon believes that its fees are competitive with the fees charged by other investment advisors for
comparable services. However, comparable services may be available from other sources for lower fees
than we charge. Fees are negotiable, particularly for accounts with an AMV above $25 million. We
reserve the right to reduce or waive fees in our discretion, including for clients who are related to
Bourgeon personnel.

Financial-Planning Services

When approached to provide financial-planning services, we meet with the client or prospective client
for approximately one hour to gather information. This initial consultation is without charge or
obligation. The cost of the development of an initial financial plan is $7,000. If, at the conclusion of
the financial-planning process, the client opens a managed account for which Bourgeon expects to
provide ongoing investment advisory services, then Bourgeon will credit the $7,000 financial-planning
fee against future investment management fees. Otherwise, additional planning work and ongoing
reviews are subject to additional fees.

Retirement-Plan Advice

For advice regarding participation in retirement plans, we charge an advisory fee of 0.3% per year on
the AMV of the assets that a client holds in his or her retirement plan, up to $5 million. For retirement
plans with an AMV of more than $5 million, the fee is negotiable and will be established in advance
...

Types of Clients

Description

Bourgeon provides investment advisory services to individuals, pension and profit-sharing plans,
trusts, estates, and charitable organizations, and participants in retirement plans.

Minimum Account Size

Bourgeon generally requires a minimum initial portfolio value of $1 million to open a managed
account. The requirement may vary based on, among other things, the nature and identity of the
particular client, the relationship of the client to other Bourgeon clients (such as through a family
group), the nature of the managed account, and other circumstances. The minimum account size may
be waived or reduced by Bourgeon in its discretion. Bourgeon reserves the right to increase or decrease
the minimum account size that it accepts. There is no minimum account size for retirement-planning
advice or financial planning services.

Know Your Client

Bourgeon strives to understand the identities of clients and prospective clients and the business reasons
for any transactions in which we engage on behalf of our clients. We do not directly or indirectly
conduct business with any person or entity whose identity and source of funds have not been verified.

                   Methods of Analysis, Investment Strategies, and Risk of Loss

Investment Strategy

Bourgeon primarily utilizes fundamental analysis when evaluating the merits of a potential investment.
In addition, Bourgeon may consider the technical indicators surrounding a potential investment, as
well as its charting record. When performing analysis, Bourgeon also considers where a business may
fall in its business cycle.

An important component of our services is our assessment of the suitability of a particular investment
for the client. Our decisions about the securities that we purchase or recommend for each client are
based on our evaluation of the investment objectives of the client and any investment restrictions that
the client has imposed. Investing in securities always involves risk of loss that a client should be
prepared to bear.

Our investment strategy includes the objective of a broad degree of issuer diversification. Generally,
our clients authorize us to invest their assets primarily in publicly traded securities and shares of mutual
funds and ETFs. The securities held in client accounts include, among other things, exchange-listed
securities, securities traded over the counter, securities of foreign issuers, common stock, preferred
stock, warrants, corporate debt securities, commercial paper, certificates of deposit, municipal
securities, U.S. government securities, options contracts on securities, futures contracts on tangibles
and intangibles, partnership interests, and limited liability company interests. Most managed accounts
have a cash component. Based on client suitability and approval, Bourgeon may suggest investments
in private real estate, private equity, or private credit.

Managing Risk of Loss

All investment programs involve risks that are borne by the investor. Our investment approach
constantly keeps the risk of loss in mind. Like other investors, our clients face the following investment
risks, among others:

    Inflation Risk: When inflation is present, a dollar today will not buy as much as a dollar next
    year, because the purchasing power of the dollar is eroding at the rate of inflation. In recent years,
    inflation and the threat of further inflation have become important considerations.

    Interest-Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For
    example, when interest rates rise, yields on fixed-income securities tend to become less attractive,
    which in turn causes prices to decline.

    Market Risk: The price of a security, bond, mutual fund, or ETF may drop in reaction to tangible
    and intangible events and conditions. This type of risk is caused by external factors regardless of
    the particular circumstances that affect a security. For example, political, economic, and social
    conditions may influence market conditions.

    Options Risk: An option is a contract in which the holder (the buyer) pays a specified amount
    (the premium) to the writer (the seller) to obtain the right, but not the obligation, to buy from the

writer (in a call) or to sell to the writer (in a put) a specific asset at an agreed-upon price (the strike
price or exercise price) at or before a specified time (the expiration date). The holder pays the
premium at inception and has no further financial obligation. The holder of an option will benefit
from favorable movements in the price of the underlying asset. In the event of adverse movements
in the value of the underlying asset, losses are limited to the total premium paid when the option
was purchased. The writer of an option will receive fees or premiums but is exposed to losses due
to changes in the value of the underlying asset.

Currency Risk: A security that is not denominated in U.S. dollars is subject to fluctuations in the
value of the U.S. dollar as against the currency in which the security is denominated. For example,
the value of a security denominated in euros will decrease if the U.S. dollar strengthens against the
euro. This type of risk is also called exchange-rate risk.

Business Risk: This risk is associated with a particular industry or a particular issuer. For example,
an oil production company depends upon the lengthy process of finding oil and then refining it
before the company generates a profit. As a result, an oil production company carries a higher risk
of profitability than an electric company, which generates its income from a relatively stable
customer base that must purchase electricity regardless of the economic environment.

Liquidity Risk: Liquidity is the ready ability to convert an investment into cash. Generally, assets
are more liquid if many traders are interested in a standardized product. For example, Treasury
...