Barden Capital Management Inc

Item 5 – Fees and Compensation

BCM Fee Schedule

        On the last day business day of the prior quarter, we take the total value of client
accounts and multiply them by one quarter of the client’s annual fee. Depending on the
client’s instructions, we then either withdraw that amount directly from the account, or we
will send an invoice to the client. The maximum fee that we charge is 1.5% annually of the
assets we manage. Different types of accounts pay different fees, and our fees are
negotiable, but for an account valued at $1,000,000 or less, the maximum fee is 1.5%, while
for accounts over $10,000,000, the maximum fee is 1%. The amount that we bill is in
advance and rounded up or down to the nearest dollar.

       When we have calculated the fees for the period, we will either then instruct the
Custodian (Schwab in most cases, but occasionally Interactive Brokers) to deduct the fees
directly from the client account or we will send an invoice to the client. Please see Item 15
for more information regarding the deduction of fees from our client accounts.

       The Custodian provides monthly statements which reflect all activity in the client's
account, including all disbursements and the amount of the advisory fee. The fee is
calculated using the total value of the account on the final business day of the prior quarter,
on a trade date basis. This amount may differ from the amount on the statement sent by
the Custodian, which may reflect the settlement date value.

        If a client adds money or securities to their account in the middle of the quarter, or if
they make withdrawals, we will prorate the management fee. Accounts initiated during a
calendar quarter will be charged a prorated fee, and all of these calculations will appear on
the billing statement.

       Either party may terminate the advisory agreement with 30 days’ notice. Like it
says above, we bill in advance, so should a client wish to terminate our agreement, we ask
that the client provide written notice of termination. We will refund the fee on a prorated
basis based on the number of days into the quarter the notice was received. If we are
unable to return the funds directly to the account, we will mail a refund check to the
address of record on the account. In the event client did not receive the adviser’s Form
ADV Part 2 at least 48 hours prior to entering into the agreement, then the client shall also
have the right to terminate the agreement without penalty within five (5) days of entering
into the agreement.

       Clients may incur certain charges imposed by custodians, brokers, third party
investment and other third parties such as fees charged by managers, custodial fees,
deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic
fund fees, and other fees and taxes on brokerage accounts and securities transactions.
Mutual funds and exchange traded funds also charge internal management fees, which are
disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and

in addition to our fee, and we will not receive any portion of these commissions, fees, and
costs.

      Item 12 further describes the factors that we consider in selecting or recommending
broker-dealers for client transactions and determining the reasonableness of their
compensation (e.g., commissions).

        The services provided under this arrangement may be found elsewhere at a lower
rate.

Item 7 – Types of Clients

        BCM provides portfolio management services to individuals, high net worth
individuals, and trusts. Our services are also available to corporate pension and profit-
sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments,
municipalities, registered mutual funds, private investment funds, trust programs,
sovereign funds, foreign funds such as UCITs and SICAVs, and other U.S. and international
institutions.

       Our minimum account size is $100,000, but that minimum may be waived at our
discretion based on the needs of the client and the complexity of the situation.