Brookline Investments Inc

Item 5: Fees and Compensation

Separately Managed Accounts
Fee arrangements are made by mutual agreement with the client. We charge the client a
negotiated percentage of the value of the assets under management, a fixed fee for
consulting services, or a different fee specifically negotiated with the client. The total
annual fee for Investment Advisory Services generally ranges from 1.00% to 1.75%. From
the overall fee we receive, Brookline then pays the sub-adviser on the client’s account a
percentage of this fee that is paid to Brookline. The fee Brookline pays to the sub-adviser
will not increase the total fee the client pays for the collective investment advisory service
provided (rather, in such cases, Brookline shares a portion of its fee). Brookline may
group certain related client accounts for the purpose of achieving the minimum account
size requirements and determining the annualized fee.

Pooled Investment Vehicles / Limited Liability Companies (LLCs) / Private Funds
In exchange for investment management and administrative services, Brookline collects
quarterly management fees from the LLCs/private funds. The management fees range
from 0% to 2.0% per annum based on capital contributions (or capital commitments) to
the LLC/private fund.

   •  For most LLCs, the management fees range from 0% to 2.0% per annum based on
      the capital contributions (or capital commitments) to the LLC/private fund.
   • For one (1) LLC, the management fees equal 2.0% per annum based on the capital
      contributions (or capital commitments) during the investment period, but after the
      conclusion of the investment period management fees are based on each Member’s
      pro rata share of the invested capital of the LLC.
   • For one (1) LLC, the management fees equal 1.25% per annum based on each
      Member’s pro rata share of Fair Market Value (FMV) (based on the annualized
      monthly average of FMV).
   • For one (1) LLC, the management fees equal 2.0% per annum based on each
      Member’s pro rata share of Fair Market Value (FMV) (which is based on the
      annualized monthly average of FMV).
   Management fees are payable quarterly in advance or in arrears by the LLCs/private
   funds to Brookline. Incentive fees may also be collected if certain performance
   thresholds are achieved by the LLCs/private funds. Brookline clients that invest in
   Brookline-affiliated LLCs/private funds are not charged a SMA fee on such
   investments; rather, Brookline clients that invest in Brookline-affiliated LLCs/private
   funds invest directly in the LLC/private fund (and not through their SMA account).
   Fees charged by Brookline directly to each LLC/private fund are allocated to the

   members of each of the LLCs, so each LLC/private fund investor pays their
   proportionate share, but SMA-related fees would not apply. Clients who invest in
   these LLCs should refer to the Private Placement Memorandum and other
   organizational documents for additional information and disclosures about fees, risks
   and about Brookline’s relationship with each of the LLCs.

Fee Billing / Direct Debit of Fees
For accounts where Brookline has investment discretion, our fee is a percentage of the
assets under management. Fees for SMAs are calculated and charged quarterly in arrears
based upon assets under management at quarter end. Some pooled investment
vehicles/LLCs/private funds may have quarterly fees charged in advance; all terms,
including fees, are specified in the private placement memorandum/organizational
documents for each LLC/private fund. We typically send an invoice to the client within
20 days of the end of the quarter and the client is requested to direct the account custodian
to pay this fee directly from the account to us. We also have discretionary arrangements
with clients wherein we are authorized to withdraw fees payable directly from their
account with a qualified custodian. Because the custodian does not calculate the fee to be
deducted, it is important for clients to carefully review the account statements received
from their custodian to verify, among other things, the accuracy of the calculation. Clients
should contact us immediately if they believe that the fee calculation contains an error.
Neither Brookline nor our investment advisory representatives receive securities
commissions from transactions related to discretionary accounts.

Limited Negotiability of Advisory Fees
We retain the right to negotiate alternative fees on a client-by-client basis. The
circumstances and individual needs of the client are considered when determining the
fee schedule. These may include the complexity of the client assets to be placed under
management, anticipated future additional assets, related accounts, portfolio style,
account composition, and other factors. The specific annual fee schedule is identified by
mutual agreement between our firm and each client and is memorialized within each
client’s Investment Advisory Agreement.

Termination of the Advisory Relationship
The client may terminate the Investment Advisory Agreement within five days from the
date of the Agreement; in such instance all fees paid by the client will be refunded.
Thereafter, either party may terminate the Investment Advisory Agreement upon
written notice as specified in the Agreement to the other party by certified or registered
mail or by other prompt means of sending that provides proof of delivery. No penalty
will be charged for termination. Fee refunds to the client after the initial five-day

cancellation period will depend upon the services we have performed as of the
termination date or be dependent upon the agreement with the client as to
compensation. In calculating a client’s reimbursement of fees, we will prorate the
reimbursement according to the number of days in the billing period.

Fees and Expenses Payable to Others
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Item 7: Types of Clients

Description
Brookline Investments, Inc. provides advisory services to the following types of clients:

   •   Individuals (other than high net worth individuals)

   •   High net worth individuals

   •   Pooled investment vehicles (e.g., LLCs / private funds)

   •   Profit Sharing Plans

   •   Corporations and other business entities

Minimum Account Requirements for Separately Managed Accounts
We typically require a minimum asset value of $100,000 for Separately Managed
Accounts but may waive this requirement at our discretion.

Minimum Investment Requirements for LLCs/Private Funds
Capital contributions required by investors in the LLCs/private funds sponsored by
Brookline are specified in the private placement memorandum (PPM) for each
LLC/private fund.

Standard of Care
As an Investment Adviser, Brookline is a fiduciary for its clients meaning that Brookline
has a duty of care and a duty of loyalty to its clients.