Black Barn Financial, LLC

Form ADV Part 2A Firm Brochure July 1, 2026 This Brochure provides information about the qualifications and business practices of Black Barn Financial, LLC. If you have any questions about the contents of this Brochure, please contact us at 512-368-9179, or via email at elisa@blackbarnfinancial.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Black Barn Financial, LLC is a registered investment advisory firm. Registration of an investment advisory firm does not imply a particular level of skill or training. Additional information about Black Barn Financial, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Black Barn Financial, LLC IARD#170885 2305 Hancock Dr. Austin, TX 78756 (512) 368-9179 elisa@blackbarnfinancial.com www.blackbarnfinancial.com  ITEM 2 Material Changes Annual Update The Material Changes section of this brochure will be updated annually, or when material changes occur since the previous release of our Firm Brochure. This Item discusses only specific material changes that are made to this Brochure and provides our clients with a summary of such changes. Material Changes since the Last Update Since our last filing on January 19, 2026, the following material changes were made to the brochure: • We have updated our advisory services by adding a sub-advisor in Item 4. • We have updated our advisory fees in Item 5. Full Brochure and Additional Information Full Brochure and additional information about Black Barn Financial, LLC, are available via the SEC’s website www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with us who are registered or are required to be registered as investment adviser representatives (“IAR”). 2 Black Barn Financial, LLC  ITEM 3 Table of Contents ITEM 1 Cover Page................................................................................................................................................... 1 ITEM 2 Material Changes ...................................................................................................................................... 2 ITEM 3 Table of Contents ...................................................................................................................................... 3 ITEM 4 Advisory Business ...................................................................................................................................... 5 ITEM 5 Fees and Compensation ......................................................................................................................... 6 ITEM 6 Performance-Based Fees and Side-By-Side Management ..................................................... 10 ITEM 7 Types of Clients........................................................................................................................................ 10 ITEM 8 Methods of Analysis, Investment Strategies, and Risk of Loss ............................................... 10 ITEM 9 Disciplinary Information ........................................................................................................................ 12 ITEM 10 Other Financial Activities and Affiliations ....................................................................................... 12 ITEM 11 Code of Ethics, Participation in Client Transactions and Personal Trading........................ 13 ITEM 12 Brokerage Practices ................................................................................................................................14 ITEM 13 Review of Accounts ................................................................................................................................18 ITEM 14 Client Referrals and Other Compensation .....................................................................................19 ITEM 15 Custody .......................................................................................................................................................19 ITEM 16 Investment Discretion ............................................................................................................................19 ITEM 17 Voting Client Securities ........................................................................................................................ 20 ITEM 18 Financial Information ............................................................................................................................ 20 SUPPLEMENTAL BROCHURES ITEM 1 Part 2B Elisa Hanson .............................................................................................................................. 21 ITEM 2 Educational Background and Business Experience ..................................................................... 22 ITEM 3 Disciplinary Information ........................................................................................................................ 22 ITEM 4 Other Business Activities ...................................................................................................................... 22 ITEM 5 Additional Compensation .................................................................................................................... 22 ITEM 6 Supervision ................................................................................................................................................ 22 ITEM 7 Requirements for State-Registered Advisers ................................................................................ 22 ITEM 1 Part 2B Sara Glakas ................................................................................................................................. 23 3 Black Barn Financial, LLC  ITEM 2 Educational Background and Business Experience ..................................................................... 24 ITEM 3 Disciplinary Information ........................................................................................................................ 24 ITEM 4 Other Business Activities ...................................................................................................................... 24 ITEM 5 Additional Compensation .................................................................................................................... 24 ITEM 6 Supervision ................................................................................................................................................ 25 ITEM 7 Requirements for State-Registered Advisers ................................................................................ 25 ITEM 1 Part 2B Amy Calistri ................................................................................................................................ 26 ITEM 2 Educational Background and Business Experience ..................................................................... 27 ITEM 3 Disciplinary Information ........................................................................................................................ 27 ITEM 4 Other Business Activities ...................................................................................................................... 27 ITEM 5 Additional Compensation .................................................................................................................... 27 ITEM 6 Supervision ................................................................................................................................................ 27 ITEM 7 Requirements for State-Registered Advisers ................................................................................ 27 ITEM 1 Part 2B Kacie Swartz .............................................................................................................................. 28 ITEM 2 Educational Background and Business Experience ..................................................................... 29 ITEM 3 Disciplinary Information ........................................................................................................................ 30 ITEM 4 Other Business Activities ...................................................................................................................... 30 ITEM 5 Additional Compensation .................................................................................................................... 30 ITEM 6 Supervision ................................................................................................................................................ 31 ITEM 7 Requirements for State-Registered Advisers ................................................................................ 31 ITEM 1 Part 2B Lindsay Thorstenson .............................................................................................................. 32 ITEM 2 Educational Background and Business Experience ..................................................................... 33 ITEM 3 Disciplinary Information ........................................................................................................................ 33 ITEM 4 Other Business Activities ...................................................................................................................... 33 ITEM 5 Additional Compensation .................................................................................................................... 33 ITEM 6 Supervision ................................................................................................................................................ 33 ITEM 7 Requirements for State-Registered Advisers ................................................................................ 33 4 Black Barn Financial, LLC  ITEM 4 Advisory Business FIRM INFORMATION Black Barn Financial, LLC (“Black Barn,” “we,” “us,” “our”), formed in 2010, is a registered investment advisory firm located in Austin, TX. We have been a registered investment advisory firm since 2014. PRINCIPAL OWNERS Black Barn is majority owned and controlled by Sara Glakas and Kacie Swartz. Elisa Hanson serves as the Chief Compliance Officer. INVESTMENT ADVISORY SERVICES Asset Management Services: We provide asset management services in which we manage your custodial accounts and provide you with continuous and ongoing supervision of your custodial accounts. Our services provide additional investment opportunities among stocks, bonds, mutual funds, exchange-traded funds (ETFs), Real Estate Investment Trusts (REITs), options, and additional securities. For Clients sensitive to Environmental, Social, and Governance (ESG) decisions, recommendations can be integrated to standard investment allocations. Uses of Third-Party Platform Providers or Sub-Advisors: Black Barn Financial may engage third-party platform providers or sub-advisors to manage client model portfolios on a discretionary basis. These providers execute trades, rebalancing, and tax- loss harvesting in accordance with Black Barn’s guidelines. All such arrangements are overseen and approved by Black Barn Financial, and fees for these services are incorporated into Black Barn’s overall advisory fee. Clients are not charged additional or separate fees for the use of these third-party services. Financial Planning and Consulting Services: We provide various financial planning and consulting services that find ways to help you understand your overall financial situation and help you set financial objectives. We accomplish this by helping you review your financial goals, tax planning strategies, asset allocation, risk management, retirement planning, and other areas and objectives. Generally, such financial consulting services will involve rendering a financial consultation based on your financial goals and objectives. Implementation of the recommendations will be at your discretion. We provide our financial consulting services on either an hourly basis, project basis or as an ongoing, quarterly retainer arrangement. 5 Black Barn Financial, LLC  CLIENT INVESTMENT OBJECTIVES/RESTRICTIONS Black Barn offers the same suite of services to all our clients. However, specific client financial plans and their implementation are dependent upon the individual client’s Investment Policy Statement, which outlines a client’s current financial situation such as income, net worth and risk tolerance levels. This information is essential in the development of a client-specific plan in the selection of investments that matches restrictions, needs, and targets. On a case by case basis, our clients may impose restrictions on investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent us from properly servicing the client’s account, or if the restrictions would require us to deviate from our standard suite of services, we reserve the right to end the relationship. We may request additional information and documentation such as current investments, tax returns, insurance policies, and estate plan. We will discuss your investment objectives, needs, and goals, but you must inform us of any changes. Unless directed by you, we do not independently verify any information provided to us by you or your attorney, accountant or other professionals. WRAP FEE PROGRAMS Black Barn does not participate in, recommend, or offer wrap fee programs. ASSETS UNDER MANAGEMENT As of December 31, 2025, Black Barn manages $164,560,544 on a discretionary basis only. 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 6 Black Barn Financial, LLC  • 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: 7 Black Barn Financial, LLC  • 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 8 Black Barn Financial, LLC  and the delivery of the recommendations. The retainer fee will be paid one month in advance. Financial planning project fees will be charged after the second meeting or before the final plan is presented. We will not require a fee of $500 or more to be paid 6 months or more in advance. Financial consulting fees are paid via check or by direct invoicing via electronic payment processor. You are responsible for all third-party fees (i.e., custodian fees, mutual fund fees, transaction fees, etc.). These fees are separate and distinct from the fees and expenses charged by Black Barn. TERMINATION OF AGREEMENT Either party may terminate the investment advisory agreement by providing 30-day advance written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable up to and including the effective date of termination. The unearned advisory fees are calculated by dividing the quarterly fee amount charged to the Client, by the number of days in the quarter, which equates to the daily fee. The daily fee amount for the quarter is then multiplied by the number of days remaining in the quarter following the date of termination. Notwithstanding the above, if we do not deliver the appropriate disclosure statement to you at least 48 hours prior to you entering into any written or oral advisory contract with this us, then you have the right to terminate the contract without penalty within five (5) business days after entering into the contract. OTHER EXPENSES AND FEES The fees discussed above include payment solely for the investment advisory services provided by us and are separate from certain fees or charges that are imposed by third parties in connection with investments made on your behalf for your account. Third-party fees may include markdowns, markups, brokerage commissions, other transaction costs and/or custodial fees. Also, all fees paid to us for asset management services are separate from the expenses charged by exchange-traded funds and mutual funds to their shareholders. These fees and expenses will be used to pay management fees for the funds, other fund expenses, account administration, and a possible distribution fee. Exchanged traded funds and mutual funds can be invested in directly by you without our services. However, you would not receive our services to assist you in determining which products or services are most suitable for your financial situation and objectives. You should review both the fees we charge, and the fees charged by the fund(s) to understand the total fees to be paid fully. 9 Black Barn Financial, LLC  ITEM 6 Performance-Based Fees and Side-By-Side Management We do not charge any performance-based fees, which are fees based on a share of capital gains on or capital appreciation of your assets. ITEM 7 Types of Clients We provide our investment advisory services to: - Individuals - High Net Worth Individuals - Trusts - Estates or charitable organizations ITEM 8 Methods of Analysis, Investment Strategies, and Risk of Loss METHODS OF ANALYSIS We use various methods of analysis and investment strategies, including the following: Fundamental Analysis – We evaluate economic and financial factors to determine if a security may be underpriced, overpriced, or fairly priced. This method entails assessing a security by attempting to determine its intrinsic value by examining related financial, economic, and other qualitative and quantitative factors. Fundamental analysis requires an in-depth look at all factors that can affect the security's value, from macroeconomic factors (like the overall economy and industry conditions) to individually specific factors (like the financial situation and management of companies). The overall objective of performing the fundamental analysis is to determine a value that an investor can use to determine what sort of position to take with that security. This method of security analysis is contrary to technical analysis. Fundamental analysis involves using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. Technical Analysis – This method involves the evaluation of securities by performing an analysis of statistical information that is generated by market activity, such as past prices and volume. Technical analysis does not attempt to measure a security's intrinsic value but instead, use charts and other tools to determine the patterns that can suggest future activity. Technical analysts 10 Black Barn Financial, LLC  believe that the historical performance of stocks and markets are indications of future performance. As discussed in Item 4, Black Barn may recommend a sub-advisor to actively manage a portion of its clients’ assets. Black Barn evaluates a variety of information about our sub-advisors, which includes public disclosure documents, materials supplied by sub-advisors, and other third-party analyses it believes are reputable. To the extent possible, Black Barn seeks to assess sub-advisors investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Black Barn also takes into consideration sub-advisors’ management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. Black Barn monitors the initial and ongoing implementation of the recommended investment strategy, as well as the ongoing suitability of the recommended investment strategy based on each client’s investment objectives. INVESTMENT STRATEGIES When formulating investment advice or managing client assets, we will use the following investment strategies. There are inherent risks associated with each of these strategies. Long-Term Strategy - A long-term strategy may not take advantage of short-term gains or may experience more volatility over the life of the portfolio. Short-Term Strategy - A short-term strategy may incur more trading and brokerage costs and runs the risk that certain anticipated market movements do not occur, resulting in the client holding a security for longer than intended. Your accounts are managed separately with your underlying investment strategies, restrictions, or investment limitations defined within the investment management agreement. POTENTIAL RISKS Investing involves different levels of risk that can result in loss of any profits and/or principal you have not realized. We manage your account in a manner consistent with your pre-determined risk tolerance and suitability profile. However, we cannot guarantee that our efforts will be successful. Investing in securities involves the risk of loss clients should be prepared to bear. Investing involves the assumption of risk, including: Financial Risk: which is the risk that the companies we recommend to you perform poorly, which affect the price of your investment. Market Risk: which is the risk that the stock market will decline, decreasing the value of the securities we recommend to you with it. 11 Black Barn Financial, LLC  Inflation Risk: which is the risk that the rate of price increases in the economy deteriorates the returns associated with the stock. Political and Governmental Risk: which is the risk that the value of your investment will is affected by the introduction of new laws or regulations. Interest Rate Risk: which is the risk that the value of the investments we recommend to you will fall if interest rates rise. Call Risk: which is the risk that your investment will be called or purchased back from you when conditions are favorable to the bond issuer and unfavorable to you. Default Risk: which is the risk that issuer is unable to pay the contractual interest or principal on the investment promptly or at all. Manager Risk: which is the risk that an actively managed mutual fund’s investment adviser will fail to execute the fund’s stated investment strategy. Industry Risk: which is the risk that a group of stocks in a single industry will decline in price due to adverse developments in that industry, decreasing the value of mutual funds that are significantly invested in that industry. ITEM 9 Disciplinary Information As of the date of this brochure, we have not been subject to any disciplinary, legal, or regulatory events related to past or present investment clients. There has been no disciplinary, legal, or regulatory events related to us or any of our management persons. ITEM 10 Other Financial Activities and Affiliations FINANCIAL INDUSTRY ACTIVITIES Neither Black Barn nor its management persons are registered, or has an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither Black Barn nor its management persons are registered, or has an application pending to register as a futures commission merchant, commodity pool operator or commodity trading advisor. SELECTION OF OTHER INVESTMENT ADVISERS We do not recommend or select other investment advisers for our clients. 12 Black Barn Financial, LLC  ITEM 11 Code of Ethics, Participation in Client Transactions and Personal Trading CODE OF ETHICS Black Barn has developed a code of ethics that will apply to all of our supervised persons. Our IARs and we must act in a fiduciary capacity when providing investment advisory services to you. As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Black Barn has a fiduciary duty to all clients. This fiduciary duty is considered the core underlying principle of our code of ethics, which also covers our insider trading and personal securities transactions policies and procedures. We require all of our supervised persons to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment or affiliation and at least annually thereafter, all supervised persons will acknowledge that they have read, understand and agree to comply with our Code of Ethics. Our Code of Ethics is available to clients and prospective clients upon request. RECOMMENDATIONS INVOLVING A MATERIAL FINANCIAL INTEREST Neither we nor any related person recommend to clients or buys or sells for clients’ accounts, securities in which we or a related person has a material financial interest. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS There may be instances where an IAR will recommend to investment advisory clients or prospective clients the purchase or sale of securities in which an IAR, its affiliates, or other clients may also have a position or interest. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis. Generally, in such circumstances, the affiliated and client accounts will share execution costs equally. Completed trade orders will be allocated according to the instructions from the initial trade order. Partially filled trade orders will be allocated on a pro-rata basis. Any exceptions will be explained in the trade order. PERSONAL TRADING Employees are permitted to have personal securities accounts as long as personal investing practices are in line with fiduciary standards and regulatory requirements, and do not conflict with their duty to Black Barn and our clients. Black Barn monitors and controls personal trading through pre-approval of all personal securities transactions or blackout periods imposed upon employees trading in the same securities as Black Barn. We forbid any officer or employee, either personally 13 Black Barn Financial, LLC  or on behalf of others, to trade on material, nonpublic information, or to communicate such information to others in violation of the law. ITEM 12 Brokerage Practices Black Barn currently has arrangements with Charles Schwab & Co. (Charles Schwab), and Fidelity Brokerage Services LLC (Fidelity). Charles Schwab and Fidelity are the unaffiliated qualified custodians, whereby Black Barn would suggest that you custody your accounts. Charles Schwab and Fidelity are independent SEC-registered broker-dealers and members of FINRA and SIPC. As a fiduciary, we are obligated to seek out the best execution of client transactions for that accounts that we manage. In general, the execution of securities transactions is at total cost or proceeds in each transaction and are the most favorable under the circumstances. However, we do not limit the best execution to the lowest available price. Additional factors are taken into consideration when determining the arrangement and services in the selection of a broker-dealer or qualified custodian. Our review consists of reviewing the commission and fee structures of various broker-dealers, research platform, and execution services. Accordingly, while we do consider competitive rates, we do not necessarily obtain the lowest possible commission rates for account transactions. Therefore, the overall services provided by unaffiliated broker-dealers and qualified custodians are evaluated to determine the best execution. You may pay trade execution charges and higher commissions through the trading platforms approved by us than through platforms that have not been approved by us. Black Barn does not maintain custody of your assets that we manage, although we are deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15—Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We may recommend that our clients use Charles Schwab or Fidelity, registered broker-dealers, members SIPC, as the qualified custodian. We are independently owned and operated and are not affiliated with Schwab or Fidelity. Schwab or Fidelity will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we recommend that you use Schwab or Fidelity as custodian/ broker, you will decide whether to do so and will open your account with Schwab or Fidelity by entering into an account agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14 (Client referrals and other compensation). You should consider these conflicts of interest when selecting your custodian. We do not open the account for you, although we can assist you in doing so. Not all advisors require their clients to use a particular broker-dealer or other custodian selected by the advisor. 14 Black Barn Financial, LLC  Even though your account is maintained at Schwab or Fidelity, and we anticipate that most trades will be executed through Schwab or Fidelity, we can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”). We recommend Schwab and Fidelity, a custodian/ broker, to hold your assets and execute transactions. When considering whether the terms that Schwab provides are, overall, most advantageous to you when compared with other available providers and their services, we take into account a wide range of factors, including: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody • Capability to execute, clear, and settle trades ( buy and sell securities for your account • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc. • Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds (ETFs), etc.) • Availability of investment research and tools that assist us in making investment decisions • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, security and stability • Prior service to us and our clients • Services delivered or paid for by Schwab • Availability of other products and services that benefit us, as discussed below (see “Products and services available to us from Schwab”) Your brokerage and custody costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, mutual funds and ETFs) do not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab’s Cash Features Program. For some accounts, Schwab charges you a percentage of the dollar amount of assets in the account 15 Black Barn Financial, LLC  in lieu of commissions. This commitment benefits you because the overall asset-based fees you pay are lower than they would be otherwise. In addition to asset-based fees, Schwab charges you a flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trades through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How we select brokers/custodians”). By using another broker or dealer you can pay lower transaction costs. RESEARCH AND OTHER SOFT DOLLAR BENEFITS We receive soft dollar benefits in that certain custodians may make available to us other products and services such as trade execution software, investment research, pricing information, market data, recordkeeping, publications, and conferences in return for effecting transactions through them. Such arrangements will be pursuant to Section 28(e) of the Securities and Exchange Act of 1934 and are available to all of the retail and professional clients of the custodians on an unsolicited basis. Products & Services Available to Us from Schwab Schwab Advisor Services (formerly called Schwab Institutional) is Schwab’s business serving independent investment advisory firms like ours. They provide us and our clients with access to its institutional brokerage – trading, custody, reporting, and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis and at no charge to us as long as we maintain a total of at least $10 million of our clients’ assets in accounts at Schwab. Services that Benefit Client Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products 16 Black Barn Financial, LLC  available through Schwab include some to which we might not otherwise have access, or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit clients or their account(s). Services that May Not Directly Benefit Clients Schwab also makes available to us other products and services that benefit us but cannot directly benefit the client or their account(s). These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We can use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • provides access to client account data (such as duplicate trade confirmations and account statements); • facilitates trade execution and allocate aggregated trade orders for multiple client accounts; • provides pricing and other market data; • facilitates payment of our fees from our clients’ accounts; and • assists with back-office functions, recordkeeping, and client reporting. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • educational conferences and events • technology, compliance, legal, and business consulting; • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants, and insurance providers. Schwab can provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab can also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Irrespective of direct or indirect benefits to our client through Schwab, we strive to enhance the client’s experience, help reach their goals and put their interests before that of our firm or its associated persons. 17 Black Barn Financial, LLC  BROKERAGE FOR CLIENT REFERRALS We do not receive client referrals from broker-dealers. DIRECTED BROKERAGE Clients will be permitted to select any broker-dealer of their choosing. In these situations, we may be unable to achieve the most favorable execution for client transactions. Directing brokerage may cost clients more money in that the client may pay higher brokerage commissions because we may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices. TRADE AGGREGATION We attempt to allocate trade executions in the most equitable manner possible, taking into consideration current asset allocation and availability of funds using price averaging, proration, and consistently non-arbitrary methods of allocation. We may aggregate orders in order to obtain the best execution, to negotiate more favorable commission rates or to allocate equitably among our clients’ differences in prices and commission or other transaction costs. In aggregated orders, transactions will be price-averaged and allocated among our clients in proportion to the purchase and sale orders placed for each client account on any given day. ITEM 13 Review of Accounts PERIODIC REVIEWS We review asset management accounts, including those using sub-advisory services, no less than quarterly. These accounts will be reviewed by Elisa Hanson, CCO. Accounts are reviewed to evaluate asset allocation, investment strategy and objectives, cash balance, and performance as well as the general economic outlook and current investment trends. REVIEW TRIGGERS We conduct periodic reviews to evaluate the current market, economic and political events and how these may affect client accounts. Additional reviews may be triggered by these events or by events in the client’s financial or personal status. REGULAR REPORTS Asset management clients will receive advisory account reports no less than quarterly. These reports show asset value by cash balances, security, unit cost, total cost, current per share values, etc. Clients are urged to review the quarterly reports provided by us with those provided by their custodian and notify us of any differences. Clients are encouraged to phone or email us as often 18 Black Barn Financial, LLC  as they deem necessary to receive information regarding the investment tactics and strategies being followed. Project-based financial consulting clients are provided a one-time written financial report concerning their financial situation. After the presentation of the report, there are no further reports. ITEM 14 Client Referrals and Other Compensation We do not pay a referral fee to third party solicitors. ITEM 15 Custody We are deemed to have custody of client funds and securities due to our ability to deduct management fees from clients’ accounts. We will not take physical custody of clients’ funds and will not assign or transfer trading authorization to another advisor. Clients will receive account statements from the qualified custodian(s) holding their funds and securities at least quarterly. The custodian’s account statements will indicate the amount of our advisory fees deducted from the clients’ account(s) each billing period. These statements should be carefully reviewed by the client for accuracy. Item 5 – Fees and Compensation has additional information regarding our ability to deduct management fees from clients’ accounts. ITEM 16 Investment Discretion DISCRETIONARY AUTHORITY FOR TRADING If you are participating in our asset management services, upon receiving your written authorization via our executed investment advisory agreement, we will maintain trading authorization over your designated account and may also implement trades on a discretionary basis. When discretionary authority is granted, we will have the limited authority to determine the type of securities to be purchased, sold, or exchanged and a number of securities that can be bought, sold or exchanged for your portfolio without obtaining your consent for each transaction. If you do not grant this limited investment discretion, your IAR will be required to contact you and get affirmation regarding our investment recommendations, such as the security being recommended, the number of shares, whether the security should be bought or sold before implementing changes in your account. Once the above factors are agreed upon, we will be responsible for making decisions regarding the timing of buying or selling an investment and the price at which the investment is bought or 19 Black Barn Financial, LLC  sold. If your accounts are managed on a non-discretionary basis, it is critical that you respond promptly. If we do not receive a response to our request immediately, the timing of trade implementation may lead to an adverse impact where we may not achieve the optimal trading price. On a case by case basis, you may place reasonable restrictions on the types of investments that may be purchased or sold in your account so long as the restrictions are explicitly set forth or included as an attachment to the investment advisory agreement. Use of Sub-Advisers and Discretionary Authority For certain client accounts, Black Barn routinely exercises discretionary authority to select, hire, and manage independent and/or affiliated third-party sub-advisor to manage all or a portion of the client’s portfolio. When this arrangement is utilized, Black Barn delegates its discretionary trading authority to the designated sub-adviser. This means the sub-adviser is granted full, ongoing authority to buy, sell, or hold securities, determine the allocation of assets, and execute trades within your account without obtaining your prior approval or consent for each individual transaction. The sub- adviser's authority is subject to the overall oversight and monitoring of Black Barn, as well as any specific investment guidelines or restrictions established by the client. ITEM 17 Voting Client Securities We do not have the authority to vote proxies as it pertains to the issuers of securities held in your account. The responsibility for voting your securities places increased liability to us and does not add enough value to the services provided to you to justify the additional compliance and regulatory costs associated with voting your securities. Therefore, you are responsible for voting all proxies for securities held in accounts managed by us. Typically, our qualified custodian will forward you your proxy information. Although we do not vote your proxies, you can contact us if you have a question about a particular proxy. ITEM 18 Financial Information We are not required to include a balance sheet for our most recent fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to our clients. We are currently not in, nor have been historically in a financially precarious situation or the subject of a bankruptcy petition. 20 Black Barn Financial, LLC