Black Barn Financial LLC

ITEM 5   Fees and Compensation
         ANNUAL FEES FOR ADVISORY SERVICES
         Black Barn is compensated for providing asset management services by charging a negotiable fee
         based on the total assets under management. The minimum annual fee for asset management
         services is $7,500. The Firm provides ongoing investment advisory and financial planning services
         under a unified annual asset-based fee arrangement. Clients are charged an annual advisory fee
         based on a percentage of assets under management (“AUM”). The annual fee is intended to
         compensate the Firm for both discretionary investment management services and ongoing
         financial planning and wealth management services provided to the client.
         Financial planning services included within the annual advisory fee may include, but are not
         limited to:
           • Retirement planning

           • Cash flow and budgeting analysis

           • Investment planning

           • Tax planning coordination

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      • Estate planning coordination

      • Insurance and risk management review

      • Education funding analysis

      • General financial consulting services

    The fees and billing will be pre-determined in writing in the Investment Advisory Agreement
    executed by you and Black Barn.

    Below is the annual Asset Management Fee Schedule that Black Barn typically charges. Fees are
    calculated on a breakpoint schedule.

     Asset Management Fee Schedule
     $0 - $1,999,999                                    1.50%
     $2,000,000 - $4,999,999                            0.95%
     $5,000,000 - $24,999,999                           0.65%
     Over $25,000,000                                   0.35%

    THIRD-PARTY SUB-ADVISORY FEES:

    Black Barn may engage a sub-advisor to assist in the management of client accounts. The cost
    associated with these sub-advisory services is paid by Black Barn and is not charged separately
    to the client. Instead, Black Barn’s overall advisory fee schedule reflects the inclusion of sub-
    advisory expenses within the Asset Management Fee Schedule. As a result, client accounts may
    be subject to a modified or higher advisory fee schedule than accounts managed solely by the
    Firm.
    The Firm remains responsible for monitoring the performance and ongoing appropriateness of
    any sub-adviser engaged on behalf of clients. Any applicable sub-advisory arrangement will be
    disclosed to clients prior to implementation.

    FEES FOR FINANCIAL PLANNING & CONSULTING SERVICES
    For Clients that wish to maintain discretion over their investment assets, Black Barn offers financial
    planning services on a monthly retainer basis or consulting services at an hourly rate. The fees
    charged for financial planning and consulting services may be negotiable and vary depending on
    the complexity of the process undertaken, the types of issues addressed, the scope of services
    provided and the frequency with which the services are rendered. Financial planning consists of
    the following steps:

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       •   Initial Client meeting to determine the scope of the analysis

       •   Establish a formal agreement between Client and Black Barn Financial

       •   Gather required financial information, evaluation of Client’s financial position, and
           definition and prioritization of Client’s financial goals

       •   Presentation of the final plan to Client which may include analysis of current position,
           retirement needs, cash flow, educational funding, estate planning, tax planning, and/or
           income/asset protection recommendations.

    All fees are agreed upon before entering into the Financial Consulting Agreement you sign. We
    may waive the agreed-upon financial planning fees if you engage our asset management services.

                      Financial Planning and Consulting Fee Schedule
                      Hourly Consulting Fee            $500 per hour
                      Monthly Retainer Fee             $850 per month

    FEE BILLING & PAYMENT
    Our asset management fees are annual fees and may be negotiable. Asset management fees are
    paid quarterly in advance. Payments are due on the first day of the calendar quarter and are based
    on the account’s asset value as of the first business day of the calendar quarter multiplied by the
    applicable annual rate and divided by four (4). We will deduct our asset management fee only
    when in receipt of your written authorization by executing an investment advisory agreement
    permitting the fees to be paid directly from your account. We will send a copy of your invoice to
    the custodian at the same time that we send a copy to you. The qualified custodian will deliver an
    account statement to you at least quarterly which will show all disbursements from your account.
    We urge you to review all statements for accuracy. Your account at the custodian may also be
    charged for certain additional assets managed for you by us but not held by the custodian (i.e.,
    variable annuities, mutual funds, 401(k)s).

    Financial planning and consulting fees may be assessed on an hourly basis, , as a monthly retainer
    fee arrangement, or in some cases, a one-time fixed project fee. Financial planning and consulting
    fees may be waived if you engage in our discretionary asset management services.

    An estimate for total hours will be determined at the start of the relationship in order to determine
    whether hourly consulting, project-based consulting or a monthly retainer fee arrangement is in
    Client’s best interest. Hourly fees are charged once the consulting services have been performed
...

ITEM 7   Types of Clients
         We provide our investment advisory services to:

         - Individuals

         - High Net Worth Individuals

         - Trusts
         - Estates or charitable organizations