BRIO Consultants LLC

ITEM 5: FEES & COMPENSATION
    Compensation for Our Advisory Services
    Asset Management:

    BFG charges an annual advisory fee that is agreed upon with each client and set forth in an agreement
    executed by BFG and the client. The maximum annual fee charged for this service will not exceed 2.00%.
    Annualized fees are billed on a pro-rata basis monthly in advance based on the average daily average value
    of the previous month, based on the value of the account(s) as provided by third-party sources, such as
    pricing services, custodians, fund administrators, and client-provided sources when necessary. BFG may
    include cash, accrued interest, accrued dividends, and securities purchased on margin (when applicable),
    in determining the market value for billing purposes. Fees are negotiable and will be deducted from Client
    account(s) by BFG and/or the chosen Sub-Adviser or SMA. Adjustments will be made for deposits and
    withdrawals during the month. In rare cases, BFG will agree to directly invoice. As part of this process,
    Clients understand the following:

    	   a)	 The client’s independent custodian sends statements at least quarterly showing the market values
            for each security included in the Assets and all account disbursements, including the amount of the
            advisory fees paid to our firm;
    	   b)	 Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm
            will send an invoice directly to the custodian; and
    	   c)	 If our firm sends a copy of our invoice to the client, legend urging the comparison of information
            provided in our statement with those from the qualified custodian will be included.

    For the sub-advisory services rendered to our clients, our firm typically compensates third party investment
    advisory firms or individual advisors a percentage of the overall investment advisory fee charged by our
    firm. The advisory fee paid shall not exceed the fee published for this service. The terms and conditions

BrioFG.com

    under which the client shall engage the third-party investment advisory firm or individual advisors shall be
    set forth in a separate agreement between the client and the designated third party.

    Clients may make additions to and withdrawals from their account at any time, subject to BFG’s right to
    terminate an account. Additions may be in cash or securities provided that the Firm reserves the right
    to liquidate transferred securities or decline to accept particular securities into a client’s account. Clients
    may withdraw account assets at any time on notice to BFG, subject to the usual and customary securities
    settlement procedures. However, the Firm generally designs its portfolios as long-term investments and
    the withdrawal of assets may impair the achievement of a client’s investment objectives. BFG may consult
    with its clients about the options and implications of transferring securities. Clients are advised that when
    transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees,
    fees assessed at the mutual fund level (e.g. contingent deferred sales charges) and/or tax ramifications.

    Financial Planning:

    Our firm charges on a flat fee basis for financial planning services. The total estimated fee, as well as the
    ultimate fee charged, is based on the scope and complexity of our engagement with the client. Certain clients
    may opt to use unaffiliated third parties for defined estate planning services under a separate agreement for
    a set fee. Flat fees will not exceed $25,000. The fee-paying arrangements for will be determined on a case-
    by-case basis and will be detailed in the signed consulting agreement. Our firm will not require a retainer
    exceeding $1,200 when services cannot be rendered within 6 months.

    Retirement Plan Consulting:

    Our Retirement Plan Consulting services are based on the percentage of Plan assets under management.
    The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our
    engagement with the client. Fees based on a percentage of managed Plan assets will not exceed 1.00%. The
    fee-paying arrangements for Retirement Plan Consulting service will be determined on a case-by-case basis
    and will be detailed in the signed consulting agreement. Clients will be invoiced directly for the fees.

    Referrals to Third Party Money Managers:

    The total annual advisory fee for this service shall not exceed 2.00%. A portion of this fee will be paid to
    our firm and will be outlined in the third-party money manager’s advisory agreement to be signed by the
    client. Clients will be provided with a copy of the chosen third party money manager’s Form ADV Part 2,
    all relevant Brochures, a solicitation disclosure statement detailing the fees to be paid to both firms and the
    third-party money manager’s privacy policy. All fees that our firm receives from the third-party money
    managers and the written separate disclosures made to clients regarding these fees comply with applicable
    state statutes and rules. The billing procedures for this service vary based on the chosen third party money
    manager. The total fee to be charged, as well as the billing cycle, will be detailed in the third-party money
    manager’s ADV Part 2A and separate advisory agreement to be signed by the client. These fees may include
    transaction charges and the fees/expenses charged by any custodian, subadvisor, mutual fund, ETF, separate
    account manager (and the manager’s platform manager, if any), limited partnership, or other advisor, transfer
    taxes, odd lot differentials, exchange fees, interest charges, ADR processing fees, and any charges, taxes
...

ITEM 7: TYPES OF CLIENTS & ACCOUNT REQUIREMENTS
    Our firm has the following types of clients:
    	   •	   Individuals and High Net Worth Individuals;
    	   •	   Trusts, Estates or Charitable Organizations;
    	   •	   Pension and Profit Sharing Plans;
    	   •	   Corporations, Limited Liability Companies and/or Other Business Types.

    Our firm does not impose requirements for opening and maintaining accounts or otherwise engaging us.
    However, Brio does reserve the right to accept or decline a potential client for any reason in its sole discretion.