J L Bainbridge & Co Inc

ITEM 5- FEES AND COMPENSATION
 The specific manner in which fees are charged is established in a client’s written agreement.
 However, the general fee structures are outlined below.

Investment Management Fees
J. L. Bainbridge is compensated solely through the investment management fees it charges its
clients in arrears on a semi-annual basis.
J.L. Bainbridge will deduct fees Semiannually on the value of the client’s portfolio on the last
trading day of each month in the billing period. A few legacy clients will send a check for the
payment of their fees after receiving an invoice.
The fees are calculated using the value from our third party portfolio management system, The
third party portfolio management system’s values may differ from the market value generated by
your custodian for various reasons, such as accounting methods, and transactions timing

We do not charge on cash in most of the portfolio strategies. Some exceptions will occur,
generally, in our fixed income portfolio strategy. In all cases the specific fees or waiving of any fees
will be documented in the client’s fee agreement.

When we do charge on cash it is because we consider cash an asset class and therefore will manage
it as we would all the asset classes in your portfolio. The fee charged on the portfolio could
effectively be higher than the return on any asset class. The investment advisor representatives
along with their clients may from time to time make adjustments to waive or reduce fees as
mutually agreed.

In conjunction with accounts that have a designated JLB investment strategy growth or growth
and income, in some cases we will monitor as a part of the clients total portfolio with the firm,
additional Charles Schwab account(s) registered to a client without a designated strategy or for
cash management when it is complimentary to the continuous management of the client’s total
portfolio to do so. JL Bainbridge will obtain discretionary authority of these accounts to facilitate
review and trading requests by the client. We may utilize treasuries, money market and cash in the
management of cash only accounts. However, JL Bainbridge will not include this account in any
investment committee trading relevant to the growth and growth and income model strategies.

Cash Management and modeless accounts will not be charged a fee but will be listed on the clients
Semi-Annual JL Bainbridge Statement as a part of your portfolio. The client will be prompted to
review Charles Schwab account statements which are sent to the client at least quarterly. The
performance of assets in these accounts will be included on JLB Statements. JL Bainbridge retains
the right to determine whether or not this option will be available to the client based on the
individual discussions that take place between the client and advisor.

J.L. Bainbridge shall implement the fees based on the household values. Householding is generally
understood to occur when a financial firm groups accounts based on their preexisting relationship
with one another. Such as accounts of a married couple and their adult children living at home.
Householding accounts at J.L. Bainbridge may occur with other types of relationships which will
be documented in the agreement.
Clients that terminate their relationship within the six-month period will not be charged for the
full six months unless otherwise agreed to by the client. We will prorate to the date the client
terminated the relationship.
JLB reserves the right to terminate a client relationship due to non-payment of fees that are
Ninety (90) days past due and/or the client's inability or failure to provide the necessary
information, such as signed agreements, custodial documentation, or other materials required
for us to provide advisory services, within a reasonable period of time. JLB may also terminate
the relationship for other reasons as determined appropriate. In the event of termination, we will
provide the client with thirty (30) days written notice and prorate any fees earned through the
termination date.

Clients who wish to terminate their relationship due to dissatisfaction must notify JLB within six
(6) months from the date of termination to avoid being billed for the applicable period. This
refund policy does not apply to situations where fees were charged in error or miscalculated.
Non-payment may occur for various reasons, including but not limited to dissatisfaction with
services, financial circumstances, or administrative issues. We reserve the discretion to waive all
or part of any fees for various reasons.

Clients should review their custodial statements to verify the deduction of the fee to the invoice
generated by JLB. Furthermore, clients should determine if there are any discrepancies based
on the agreement signed with the firm. If there are any discrepancies or questions, Clients are
encouraged to contact the firm directly. The client can also contact the custodian directly at any
time. If the client does not receive a statement from the custodian, please contact us
immediately.
Depending on the circumstances the firm can agree to prorate management fees for accounts that
experience significant cash flows during the period. The client’s invoice will reflect any prorated
management fee.
The client will also generally pay brokerage commissions and transactions fees to the client’s
custodian/broker-dealer. Clients can also incur other custodial charges such as custodial fees,
deferred sales charges, transfer taxes, wire transfer and electronic fund fees, other fees, margin
interest and taxes on brokerage accounts and securities transactions. Additionally, fees and
expenses are also charged by mutual funds and ETFs (exchange-traded funds).
The custodian/broker-dealer can waive the commission, transactions, and custodial fees.
The custodian/broker-dealer can be compensated by earning interest on the uninvested cash
...

ITEM 7- TYPES OF CLIENTS

J.L. Bainbridge is able to provide investment advice to individuals and high-net-worth individuals,
pension plans and 401k’s and charitable organizations. The firm does not maintain a formal minimum
account size. As a practical matter, we generally suggest a portfolio of at least $200,000 to support the
investment approach and level of service we provide. In evaluating each prospective client’s
circumstances, including available assets, financial objectives, and overall resources, the firm may
determine that its services are not appropriate for all investors.