Heritage Capital Advisors LLC

Item 5: Fees and Compensation
A. Fee Schedule and Billing

Investment Supervisory Services Fees

These fees are negotiable (maximum annual fee 1.95%), depending upon the needs of the
client and complexity of the proposed investment strategy and overall situation, and the
final fee schedule is attached as Exhibit II of the Investment Advisory Contract.

 Fees are paid either monthly or quarterly in advance, or either monthly or quarterly in
arrears. Client may terminate the Agreement within five (5) business days of signing this
Agreement, without penalty, and with a full refund.

If fees are charged in advance after five days, fees will be charged based on the value of
the account on the last business day of the prior month or quarter, respectively. Client may
terminate their contracts at any time with ten (10) days written notice. If client terminates
their contract, client will be charged to the last business day prior to termination and

reimbursed for any business days remaining in the month or quarter billed in advance. If
fees are charged in arrears, after five days, fees will be charged based on the value of the
account of the last business day of the prior month or quarter up to the date of termination
based on the value upon termination.

Advisory fees are withdrawn by the custodian directly from the client’s accounts with
client written authorization. Each time a fee is directly deducted from a client’s account,
the advisor will concurrently send the client an invoice itemizing the fee. Itemization
includes the formula used to calculate the fee, the amount of assets under management
the fee is based on, and the end of business day time period covered by the fee. Heritage
Capital Advisors encourages clients to compare the invoices received from Heritage
Capital Advisors with those provided by the custodian to ensure fees are correct. Lower
fees for comparable services may be available from other sources.

The investment management agreement will continue in effect until terminated by either
party by giving to the other ten business days written notice. Client may terminate the
Agreement within five (5) business days of signing, without penalty.

Sub-Advisor Fees

HERITAGE CAPITAL ADVISORS, LLC may also act as a sub-advisor (third party advisor
to assist in management of a client portfolio) to other investment advisors to purchase or
sell security positions based on analysis at their sole discretion) to unaffiliated third-party
advisors and HERITAGE CAPITAL ADVISORS, LLC would receive a fixed asset-based
fee according to assets under advisement payable by the third-party advisor. The fees
charged are negotiable and will not exceed any limit imposed by any regulatory agency.
This relationship will be memorialized in each contract between HERITAGE CAPITAL
ADVISORS, LLC and the third-party advisor.

The unaffiliated third-party advisor may terminate the sub-advisor agreement with or
without cause at any time upon written notice to the HERITAGE CAPITAL ADVISORS,
LLC at least 24-hours in advance of the next trading session. HERITAGE CAPITAL
ADVISORS, LLC may terminate the agreement with or without cause at any time upon
one week’s prior written notice to the unaffiliated third-party advisor. The unaffiliated
third-party advisor will pay the prorated portion of the fees as of the termination date.
The termination of the unaffiliated third-party by its client will automatically terminate
HERITAGE CAPITAL ADVISORS, LLC’s role as the sub-advisor.

Client and Portfolio Consultation Fees

For Client and Portfolio consultation, HERITAGE CAPITAL ADVISORS, LLC may charge
on either an hourly rate or a flat fee basis, depending on client needs. The hourly service
is more appropriate if an individual needs guidance or advice on a specific issue.
Examples include review of investment portfolios, access options for debt management,
or to research available options for college savings plans.
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B. Payment of Fees

Payment of Investment Supervisory Fees

Advisory fees are withdrawn directly from the client’s accounts with client written
authorization. Fees are paid monthly or quarterly in advance or monthly or quarterly in
arrears. Fees will be reflected in client’s monthly custodial statements.

Payment of Sub-Advisor Fees

Sub-advisor fees (fees charged by a third-party advisor to assist in management of a client
portfolio), are payable by third-party advisors applying fixed basis points to assigned
assets, and not by their clients directly. Third-party advisors may be invoiced for such
fees, as provided by contract between HERITAGE CAPITAL ADVISORS, LLC and the
applicable third-party advisor. Sub-Advisory service fees range from a fixed 20-30 basis
points annually of assets under advisement, ranging depending on the number of
clients/assets and complexity of selected trading programs, payable to HERITAGE
CAPITAL ADVISORS, LLC directly by the third-party advisor. It is not the practice of
HERITAGE CAPITAL ADVISORS, LLC to directly contract with and/or bill third-party
advisors.

Client and Portfolio Consultation Fees

Heritage Capital Advisors, LLC generally charges client and portfolio consultation
services under a stand- alone engagement. These fees are negotiable but will be up to
$5000.00 on a fixed fee basis and/or from $150.00 to $500.00 on an hourly basis, depending
upon the scope and complexity of the consulting services. If the client engages
HERITAGE CAPITAL ADVISORS, LLC for additional investment advisory services,
HERITAGE CAPITAL ADVISORS, LLC may offset all or a portion of its fees for those
services based upon the amount paid for the consulting services. Client and Portfolio
consultation, HERITAGE CAPITAL ADVISORS, LLC may charge on either an hourly rate
or a flat fee basis, depending on client needs. The hourly service is more appropriate if an
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Item 7: Types of Clients

  HERITAGE CAPITAL ADVISORS, LLC generally provides management supervisory
  and institutional consulting services to the following types of clients:

     ❖ Individuals
     ❖ High-Net-Worth Individuals
     ❖ Institutional Clients