May Barnhard Investments LLC

Item 5: Fees and Compensation

A. Fee Schedule

Asset-Based Fees for Portfolio Management

        Total Assets Under Management          Annual Fee

        $0 - $750,000                          Negotiable

        $750,001 - $1,250,000                  0.90%

        $1,250,001 - $2,500,000                0.80%

        $2,500,001 – $3,750,000                0.70%

        $3,750,001 - $5,000,000                0.60%

        $5,000,001 - $10,000,000               0.50%

        $10,000,001 and above                  Negotiable

These fees are generally negotiable and the final fee schedule is attached as Exhibit II of
the Investment Advisory Contract. Clients may terminate the agreement without penalty
for a full refund of Councilor Wealth's fees within five business days of signing the
Investment Advisory Contract. Thereafter, clients may terminate the Investment
Advisory Contract generally with 30 days' written notice.

Councilor Wealth bills based on the balance on the last day of quarter prior to the billing period.

Councilor Wealth may agree to charge a fixed quarterly fee.

Financial Planning Fees

For clients where we have assets under management, financial planning services are

included as part of the Councilor Wealth package, unless otherwise noted in the
investment advisory contract. Councilor Wealth does not charge any additional fees. The
annual fee covers both discretionary investment management and financial planning
services.

For financial planning services where we do not have assets under management, fees are based
on hourly charges, or a fixed-fee arrangement based on the level of services provided. An
estimate of fees is generally provided in advance.

B. Payment of Fees

Payment of Asset-Based Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Councilor Wealth will use the
safeguards below:

1. Councilor Wealth will have written authorization from the client to deduct advisory
   fees from the account held with a qualified custodian.
2. The custodian will send statements, at least quarterly, to the client showing all
   disbursements for the custodian account, including the amount of the advisory fees.
3. Each time a fee is deducted, Councilor Wealth will send the qualified custodian
   notice of the amount of the fee to be deducted and will also send the client an invoice
   itemizing the fee including the formula used to calculate the fee, the amount of assets
   under management upon which the fee is based, and the period covered by the fee.

Payment of Financial Planning Fees

Financial planning fees for clients whose assets we manage are included in the annual fee and
paid as described above.

Financial planning fees for hourly or fixed-fee clients are charged a retainer upfront and billed
monthly as work is incurred. Fees are deducted from the retainer first, with the balance payable
to Councilor Wealth within 30 days of invoice.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by Councilor Wealth. Please see Item 12 of
this brochure regarding broker-dealer/custodian.

D. Prepayment of Fees

Councilor Wealth collects fees in advance. Refunds for fees paid in advance will be

       returned within thirty days after termination of agreement to the client via check.

       For all asset-based fees paid in advance, the fee refunded will be the balance of the fees
       collected in advance minus the daily rate* times the number of days in the billing period
       up to and including the day of termination. (*The daily rate is calculated by dividing the
       annual asset-based fee rate by 365.)

       For hourly or fixed-fee financial planning clients, retainers collected in advance for
       engagements terminated prior to completion of work will be refunded via check after applying
       against any fees incurred.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither Councilor Wealth nor its supervised persons accept any compensation for the
       sale of securities or other investment products, including asset-based sales charges or
       service fees from the sale of mutual funds.

       F. Other Types of Fees

       Clients may also pay 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
       management fees, initial or deferred sales charges, mutual fund sales loads, 12b-1 fees,
       surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and
       other fund expenses). Councilor Wealth does not receive a portion of these fees.

Item 7: Types of Clients

Councilor Wealth generally provides advisory services to the following types of clients:

              Individuals
              High-Net-Worth Individuals
              Retirement Plans
              Not-for-Profit Organizations

There is no account minimum for any of Councilor Wealth’s services.