Avalan LLC

Item 5. Fees and Compensation

We are required to describe our brokerage, custody, fees and fund expenses so you will know
how much you are charged and by whom for our advisory services provided to you. Our fees
are generally not negotiable.

A. Description of how we are compensated for our advisory services provided to you.

         Asset Management:
         Our maximum annual fee will not exceed 2.0% of Assets under Management. However,
         for new clients as of January 1, 2020, a minimum annual management fee of $10,000
         will be assessed regardless of the account balance. Fees are billed on a pro-rata
         annualized basis quarterly in advance based on the value of your account on the last day
         of the previous quarter. The minimum annual fee may be lower for some clients that
         have been long-term clients of Avalan. Avalan can waive minimum fees on a case by
         case basis. Please read the advisory contract for more details.

         Our firm’s fees are billed on a pro-rata annualized basis quarterly in advance based on the
         value of your account on the last day of the previous quarter. Additionally, we do have
         certain clients that are billed on a pro-rata annualized basis quarterly in arrears based on
         the value of the account on the last day of the previous quarter.

         When our firm utilizes the services of independent money managers, also known as sub-
         advisors, to manage a client’s assets, both Avalan and the sub-advisor bill the
         management fee separately.

       We do participate in solicitation arrangements with third-party money managers. Avalan
       does receive a portion of the management fee for referring business.

       Financial Planning and Consulting:

       We charge on an hourly or flat fee basis for financial planning and consulting services.
       The total estimated fee, as well as the ultimate fee that we charge you, is based on the
       scope and complexity of our engagement with you. Our hourly fees range from $250 to
       $500. Our flat fees will range from $500-$10,000 but may be higher in certain
       circumstances based on complexity and resources used for a plan. All fees will be
       outlined in the contract for financial planning and/or consulting services.

       Business Services
       We do have business services that include retirement, financial and other services
       available that can be bundled and are normally based on a flat fee. Please see our contract
       for more information about this type of pricing.

       Private Funds / Limited Partnerships
       Avalan, as the investment manager (“Manager”) to the Funds, deducts its management
       fees (“Management Fee”) generally from the Funds quarterly in advance in such amounts
       as are set forth in the Governing Documents. The management fee, payable to the
       Manager quarterly in advance, shall initially be set at an annual rate of 1% of the
       aggregate capital commitments. From the management fee, the Manager will pay all
       normal operating expenses incurred in connection with the management of the Company,
       the Manager (other than expenses borne by the Company), including salaries, wages,
       rent, office expenses and bookkeeping services and equipment and all expenses incurred
       in connection with research and analysis of industry sectors in which the Company
       invests and identifying potential investment opportunities.

B. Description of whether we deduct fees from clients’ assets or bill clients for fees incurred.

      Asset Management:

       Our firm’s fees are billed on a pro-rata annualized basis quarterly in advance based on the
       value of your account on the last day of the previous quarter. Additionally, we do have
       clients with legacy billing arrangements that are billed in arrears based on the value of
       the account on the last day of the previous quarter.
       Fees will generally be automatically deducted from your managed account*. As part of
       this process, you understand and acknowledge the following:

       a) Your independent custodian sends statements at least quarterly to you showing all
          disbursements for your account, including the amount of the advisory fees paid to us;
       b) You provide authorization permitting us to be directly paid by these terms;

       c) If we send a copy of our invoice to you, we send a copy of our invoice to the
          independent custodian at the same time we send the invoice to you;
       d) If we send a copy of our invoice to you, our invoice includes a legend as required by
          relevant state statutes and rules.**

           *In rare cases, we will agree to directly bill clients.

           **The legend urges the client to compare information provided in their statements
           with those from the qualified custodian in account opening notices and subsequent
           statements sent to the client for whom the adviser opens custodial accounts with the
           qualified custodian.

   (ii) Financial Planning and Consulting:

   A deposit of 50% of the estimated fee is due upon engaging Avalan. The remaining 50% of the
   financial planning or consulting fee is due and payable upon delivery.

C. Description of any other types of fees or expenses clients may pay in connection with our
   advisory services, such as custodian fees or mutual fund expenses.

   Our clients will incur transaction charges for trades executed in their accounts. These
   transaction fees are separate from our fees and will be disclosed by the firm that the trades
   are executed through. Also, clients will pay the following separately incurred expenses,
   which we do not receive any part of: charges imposed directly by a mutual fund, index
   fund, or exchange traded fund which shall be disclosed in the fund’s prospectus (i.e., fund
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Item 7. Types of Clients and Account Requirements

 We have the following types of clients:
    • Individuals;
    • Trusts, Estates or Charitable Organizations;
    • Pension and Profit Sharing Plans;
    • Corporations, limited liability companies and/or other business types

Private Funds / Limited Partnerships
The private fund (organized as a limited liability company) is defined as a “client” of Avalan.
Details concerning applicable investor suitability criteria are set forth in the applicable Fund’s
Governing Documents. Each investor in the Funds who is a U.S. Person (as defined in Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”)) is required to meet certain
suitability qualifications, such as being an “accredited investor” as defined under Rule 501(a) of
Regulation D of the Securities Act. Investors in Limited Partnerships must be defined and qualified
as an Accredited Investor.