Barry Investment Advisors LLC

Item 5. Fees and Compensation

         Wealth Management Fee

         BIA provides its clients with wealth management services which may include a broad range of
         comprehensive financial planning services as well as non-discretionary and/or discretionary management
         of investment portfolios through the Wrap Program. Pursuant to the Wrap Program, BIA provides its
         wealth management services and arranges for brokerage transactions under a single annualized fee.
         Participants in the Wrap Program may pay a higher aggregate fee than if investment management and
         brokerage services are purchased separately. A complete description of the Wrap Program’s terms and
         conditions (including fees) are contained in the Wrap Program’s wrap fee brochure.

         BIA, in its sole discretion, may charge a lesser annual fee based upon certain criteria (i.e., pre-existing
         relationships, anticipated future additional assets, dollar amount of assets to be managed, related
         accounts, account composition, account retention, pro bono activities, etc.).

         Financial Planning and Consulting Fees

         BIA charges a fixed fee for providing financial planning and consulting services under a stand-alone
         engagement. These fees are negotiable depending upon the scope and complexity of the services and
         the professional rendering the financial planning and/or the consulting services.           The terms and
         conditions of the financial planning and/or consulting engagement are set forth in the Advisory
         Agreement. For project-based services BIA requires one-half of the fee payable upon execution of the
         Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or completion of
         the agreed upon services. Alternatively, the Firm can charge the fees on a quarterly basis, in advance.
         The Firm does not, however, take receipt of $1,200 or more in prepaid fees, six or more months in
         advance of services rendered.

         Fees Charged by Financial Institutions

         As further discussed in response to Item 12 (below), BIA generally recommends that clients utilize the
         brokerage and clearing services of Fidelity Institutional Wealth Services (“Fidelity”) and/or Schwab & Co,
         Inc. through its Schwab Advisor Services division (“Schwab”) for wealth management accounts.

         BIA may only implement its recommendations after the client has arranged for and furnished BIA with all
         information and authorization regarding accounts with appropriate financial institutions. Financial
         institutions include, but are not limited to, Fidelity, Schwab, any other broker-dealer recommended by BIA,
         any broker-dealer directed by the client, trust companies, banks etc. (collectively referred to herein as the
         “Financial Institutions”).

         Clients incur certain charges imposed by the Financial Institutions and other third parties such as
         custodial fees, reporting charges, charges imposed directly by a mutual fund or ETF in the account, which

          Disclosure Brochure

         shall be disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses),
         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. Additionally, for assets outside
         of the Wrap Program, if any, clients also incur brokerage commissions and other transaction costs.

         Generally, BIA’s Agreement and the separate agreement with any Financial Institution authorize BIA to
         debit the client’s account for the amount of BIA’s fee and to directly remit that management fee to BIA.
         Any Financial Institution that serves as a qualified custodian for client accounts has agreed to send a
         statement to the client, at least quarterly, indicating all amounts disbursed from the account including the
         amount of management fees paid directly to BIA. Alternatively, clients may elect to have BIA send an
         invoice for payment.

         Fees for Management During Partial Quarters of Service

         For the initial period of wealth management services, the fees shall be calculated on a pro rata basis.

         The Agreement between BIA and the client will continue in effect until terminated by either party pursuant
         to the terms of the Agreement. BIA’s fees are prorated through the date of termination and any remaining
         balance is charged or refunded to the client, as appropriate.

         Account Additions and Withdrawals

         Clients may make additions to and withdrawals from their account at any time, subject to BIA’s right to
         terminate an account. Additions may be in cash or securities provided that BIA reserves the right to
         liquidate any transferred securities or decline to accept particular securities into a client’s account. BIA
         consults with its clients about the options and ramifications of transferring securities as appropriate.
         However, clients are advised that when transferred securities are liquidated, they are subject to
         transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax
         ramifications.

         If assets are deposited into or withdrawn from an account after the inception of a quarter, the fee payable
         with respect to such assets will not be adjusted or prorated based on the number of days remaining in the
         quarter.
         Clients are advised that a conflict of interest exists for BIA to recommend that clients engage BIA for
         additional services for compensation, including rolling over retirement accounts or moving other assets to
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Item 7. Types of Clients
          BIA provides its services to individuals, pension and profit sharing plans, trusts and estates.

          Minimum Account Size

          As a condition for starting and maintaining a relationship, BIA generally imposes a minimum portfolio size
          of $1,000,000. BIA, in its sole discretion, may accept clients with smaller portfolios based upon certain
          criteria including pre-existing relationships, anticipated future additional assets, dollar amount of assets to
          be managed, related accounts, account composition, account retention, and pro bono activities. BIA shall
          only accept clients with less than the minimum portfolio size if, in the sole opinion of BIA, the smaller
          portfolio size will not cause a substantial increase of investment risk beyond the client’s identified risk
          tolerance. BIA may aggregate the portfolios of family members to meet the minimum portfolio size.

           Disclosure Brochure