Douglass Winthrop Advisors LLC

ITEM 5- Fees and Compensation
Compensation to DWA for individually managed accounts is negotiable and will vary, but
typically consists of a percentage of assets under management. Percentage fees for assets
under management are generally up to 1.5% with a minimum fee of $2500 per quarter
and a $3,000,0000 client relationship assets under management minimum. Institutional
accounts, which are subject to higher minimums and are managed according to a model
portfolio, are charged 0.85% for the first $25 million dollars and 0.70% on assets above
that level.

DWA in its discretion may waive or negotiate fees for certain clients based on factors such
as assets under management, complexity of accounts managed, and discounting or
waiving fees for employees and family members.

DWA receives a quarterly fee for providing investment model recommendations to an
independent investment adviser.

For most clients, DWA charges fees quarterly in arrears based on the account value at the
end of that quarter. For some clients where it has been a primary provision of their
investment management agreement with another investment manager, DWA charges fees
quarterly in advance, based on the account value at the beginning of the quarter. Most
clients authorize DWA to deduct fees automatically from their custodial accounts, but
clients may request that DWA send quarterly invoices to be paid by check.

For clients that pay management fees in arrears, if a client terminates the investment
management agreement with DWA in the middle of a billing period, DWA will invoice the
client for an amount that is pro-rated based on the number of days that the account was
managed. For clients that pay management fees in advance, if a client terminates the
investment management agreement with DWA in the middle of a billing period, DWA will
refund the client the difference between the management fee paid and the pro-rated fee
earned based on the actual number of days during the quarter that the account was
managed.

In addition to DWA’s investment management fees, clients bear trading costs and custodial
fees that may include brokerage commissions, transaction fees, odd lot differential fees,
transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions.

ITEM 7- Types of Clients
DWA primarily provides customized investment management services to individuals, high-
net-worth individuals, families, trusts, endowments and institutions. DWA’s minimum
account size is generally $3 million.
For Institutional clients the minimum account size is generally $5 million.