Heritage Wealth Advisors LLC

ITEM 5 - FEES AND COMPENSATION

Investment Advisory Service

Heritage charges asset-based fees, which are charged quarterly in advance based on a
percentage of assets under management at the end of the previous calendar quarter. Heritage’s
annual investment advisory fee shall include investment advisory services, selecting and
monitoring investments, monitoring a client’s investment results, reporting to the client on a
quarterly basis and, to the extent specifically requested by the client, financial planning and
consulting services. If the client requires extraordinary planning and/or consultation services
(to be determined in the sole discretion of Heritage), Heritage may determine to charge for such
additional services, the dollar amount of which shall be set forth in a separate written notice
to the client. Asset-based fees are charged based on the following schedule:

             Assets Under Management               Advisory Fee

             First $2 Million                      100 bps (1.00%)
             Next $3 Million                       80 bps (0.80%)
             Next $15 Million                      60 bps (0.60%)
             > $20 Million                         50 bps (0.50%)

Heritage includes the value of certain month or quarter end interest or dividend payments
when calculating client fees. Because these payments may be credited to the appropriate account
subsequent to the issuance of the applicable brokerage statement, the market value reflected
on the client brokerage statement may differ slightly from the value used in Heritage’s fee
billing process. Also, the Firm’s policy is to treat intra-quarter account additions and
withdrawals equally and will adjust its advisory fee for any additions or withdrawals to/from
managed accounts in excess of $25,000, cashflows or creates a credit of $100 or more, unless
indicated to the contrary on the Investment Advisory Agreement executed by the client.

Under special circumstances, such as the “householding” of accounts for clients with multiple
family members or entities, Heritage may negotiate the amount of the fee. Heritage determines
the fee based upon a number of factors including the amount of work involved, the assets
placed under management and the attention needed to manage the account. In some cases,
Heritage negotiates a flat rate on the portfolio. Heritage reserves the right to negotiate fees for
certain accounts as more particularly described under “Fee Dispersion” below.

If a client makes contributions during a calendar quarter, a pro-rata adjustment for the fee will
be made based on the number of days remaining in the quarter multiplied by the quarterly rate
for the client. Heritage will deduct the fee directly from the client’s brokerage or custodial
account, pursuant to the written agreement between Heritage and the client, unless the client
requests Heritage send an invoice to the client to pay directly. Regardless of the payment

method, Heritage sends a statement on a quarterly basis reflecting the fees charged. Heritage
may charge certain legacy accounts quarterly in arrears. The advisory fee billing process is
affirmed in the agreement maintained with each respective client.

Investment advisory services begin with the effective date of the signed Investment Advisory
Agreement and in conjunction with the transfer of assets to one of the qualified custodians
used by Heritage. For the calendar quarter in which investment advisory services begin, fees will
be adjusted pro rata based on the number of calendar days in the calendar quarter for which
the Agreement was effective. For both new and existing accounts assets become billable
effective upon receipt. Pro-rata fee billing is calculated on a calendar-weighted basis as assets
are transferred into client accounts.

Accrued Interest/Dividends. The market value reflected on periodic account statements issued
by the account custodian may differ from the value used by Heritage for its advisory fee billing
process. Heritage includes the accrued value of certain month or quarter-end interest and/or
dividend payments when calculating client advisory fees, which amounts may not yet be
reflected on the custodian statement as having been received by the account.

Fee Dispersion. Heritage’s investment advisory fee is negotiable at its discretion, depending
upon objective and subjective factors including but not limited to: the amount of assets to be
managed; portfolio composition; the scope and complexity of the engagement; the anticipated
number of meetings and servicing needs; related accounts; future earning capacity; anticipated
future additional assets; the professional(s) rendering the service(s); prior relationships with
Heritage and/or its representatives, and negotiations with the client. As a result of these
factors, similarly situated clients could pay different fees, the services to be provided by
Heritage to any particular client could be available from other advisors at lower fees, and
certain clients may have fees different than those specifically set forth above.

For advisory clients investing in the Heritage Private Funds through advisory-linked classes,
the value of such investments is included in assets under management for advisory fee billing
purposes, and Heritage is compensated solely through the client-level advisory fee; Heritage
does not charge a separate management fee at the fund level for those investments.

Heritage Private Fund Class B

Investors in Class B Interests pay a management fee at the fund level, as described in the
applicable Heritage Private Fund offering documents. This fee applies only to Class B investors
and does not apply to Heritage advisory clients investing through Class A or other
advisory-linked classes. The management fee is charged by the Fund, calculated based on
capital commitments during the commitment period and net contributed capital thereafter,
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ITEM 7 - TYPES OF CLIENTS

Heritage offers investment advisory services to individuals, high net worth individuals,
families, trusts and estates, business entities, non-profit organizations, and pension and profit-
sharing plans. Heritage does not generally require an annual minimum fee or asset level for
investment advisory services. Heritage, in its sole discretion, may charge a lesser investment
management fee based upon certain criteria (e.g., anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related accounts,
account composition, negotiations with client). Heritage also serves as the investment manager
to the Private Funds, which are offered to Heritage’s advisory clients.