Breed's Hill Capital LLC

Item 5: Fees and Compensation

Wealth Management Services Fees
Our fees for wealth management services are based upon a percentage of a client’s investable
assets and are attached as Schedule A of each client’s Investment Advisory Agreement. Clients
may terminate the Investment Advisory Agreement generally with thirty days’ notice to us.

Wealth management fees are as follows:

                           Assets Under Management Annual Fee
                                $0 to $10,000,000     0.70%
                           $10,000,000 to $20,000,000 0.50%
                           $20,000,000 to $50,000,000 0.30%
                                Over $50,000,000      0.20%

Wealth management fees are calculated once per year, based on the assets under management
resulting in the total annual fee. Wealth management fees are then paid quarterly in advance,
withdrawn directly from each client’s account with written authorization.

In limited circumstances, a fixed fee may be charged to clients. All fixed fees are negotiated
with the client on a case-by-case basis.

Selection of Other Advisers Fees
We may direct clients to third-party unaffiliated investment advisers, who will charge the client
a management fee. We do not receive compensation for these referrals.

The timing, frequency, and method of paying fees for the selection of third-party investment
advisers will depend on the specific third-party adviser selected and will be disclosed to the
client prior to entering into a relationship with the third-party adviser.

Cash Balances
Some of your assets may be held as cash and remain uninvested. Holding a portion of your
assets in cash and cash alternatives, i.e., money market fund shares, may be based on your
desire to have an allocation to cash as an asset class, to support a phased market entrance
strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to
pay fees or to provide for asset protection during periods of volatile market conditions. Your
cash and cash equivalents will be subject to our investment advisory fees unless otherwise
agreed upon. You may experience negative performance on the cash portion of your portfolio if
the investment advisory fees charged are higher than the returns you receive from your cash.

Retirement Plan Rollover Recommendations
As part of our investment advisory services to our clients, we may recommend that clients roll
assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account

(collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP
IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will advise on the
client’s behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from
Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts.

If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge
the client an asset-based fee as set forth in the advisory agreement the client executed with our
firm. This creates a conflict of interest because it creates a financial incentive for our firm to
recommend the rollover to the client (i.e., receipt of additional fee-based compensation).
Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover,
if clients do complete the rollover, clients are under no obligation to have the assets in an IRA
advised on by our firm. Due to the foregoing conflict of interest, when we make rollover
recommendations, we operate under a special rule that requires us to act in our clients’ best
interests and not put our interests ahead of our clients’.

Under this special rule’s provisions, we must:

   •    meet a professional standard of care when making investment recommendations (give
        prudent advice);
   •    never put our financial interests ahead of our clients’ when making recommendations
        (give loyal advice);
   •    avoid misleading statements about conflicts of interest, fees, and investments;
   •    follow policies and procedures designed to ensure that we give advice that is in our
        clients’ best interests;
   •    charge no more than a reasonable fee for our services; and
   •    give clients basic information about conflicts of interest.

Many employers permit former employees to keep their retirement assets in their company
plan. Also, current employees can sometimes move assets out of their company plan before
they retire or change jobs. In determining whether to complete the rollover to an IRA, and to
the extent the following options are available, clients should consider the costs and benefits of
a rollover. Note that an employee will typically have four options in this situation:

   1.   leaving the funds in the employer’s (former employer’s) plan;
   2.   moving the funds to a new employer’s retirement plan;
   3.   cashing out and taking a taxable distribution from the plan; or
   4.   rolling the funds into an IRA rollover account.

Each of these options has positives and negatives. Because of that, along with the importance
of understanding the differences between these types of accounts, we will provide clients with
an explanation of the advantages and disadvantages of both account types and document the
basis for our belief that the rollover transaction we recommend is in your best interests.

General Information on Compensation and Other Fees
In certain circumstances, fees, account minimums and payment terms are negotiable
depending on client’s unique situation – such as the size of the aggregate related party
portfolio size, family holdings, low-cost basis securities, or certain passively advised investments
and pre-existing relationships with clients. Certain clients may pay more or less than others
depending on the amount of assets, type of portfolio, or the time involved, the degree of
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Item 7: Types of Clients

We generally provide advisory services on a non-discretionary basis to high-net-worth
individuals and charitable organizations.

Minimum Account Size
We require a minimum account under certain circumstances of $1,000,000 for investment
advisory clients, although this may be negotiable. We may group certain related client accounts
for the purposes of achieving the minimum account size.