BRIA Capital Group LLC

ITEM 5 - FEES & COMPENSATION

     Discovery Meeting
     The Discovery Meeting is offered without cost or obligation after an initial introductory phone
     call. We schedule this Discovery Meeting for us to learn about each other. The objectives we
     strive to accomplish with you during this meeting are to:

        ❖ Diagnose your current financial need;
        ❖ Address your financial concerns and answer your questions on how we can assist you;
        ❖ Recommend financial resolutions aimed at lowering costs, reducing risks, increasing
          expected returns, and/or increasing tax efficiency to improve the likelihood of
          successfully achieving your goal;
        ❖ Explain our investment methodology and how our investment strategies work; and,
        ❖ Explain the benefits of financial planning and how a broad evaluation of your wealth
          management needs is beneficial beyond just managing your investable assets.

     From the Discovery Meeting, our objective will be to move forward under an advisory contract.
     We will prepare the necessary agreements to perform the desired service. If, however, you do
     not wish to engage us for financial services, you will be responsible for implementing any
     recommendations coming out of the Discovery Meeting. All financial services discussed will have
     been concluded and we are not responsible to implement the advice or for any on-going
     supervision, monitoring, and/or reporting.

     Portfolio Management Fee
     Portfolio management is provided on an asset-based fee arrangement. Management fees will be
     calculated based on the aggregate fair market value of your portfolio account(s) on the first
     business day of the new calendar quarter multiplied by one-fourth (i.e., 2%  4 = 0.5%) the
     corresponding annual percentage rate for each portion of your portfolio assets that fall within
     each tier (see “Billing” below under “Protocols for Portfolio Management” for more information
     on how the fee is calculated).

      BRIA charges a management fee to portfolio management clients at an annual rate of 2% of the
     account’s assets under management. We retain discretion to negotiate the management fee on
     a client-by-client basis depending on the size, complexity, and nature of the portfolio managed.
     Fees may vary among clients and similarly situated clients may pay different fees.

     All management fees will be fully disclosed to you in an advisory agreement prior to conducting
     any portfolio management services.

        Protocols for Portfolio Management Services
        The following protocols establish how we handle our portfolio management accounts and what
        you should expect when it comes to: (i) managing your account; (ii) your bill for investment
        services; (iii) deposits and withdrawals of funds; and (iv) other fees charged to your account(s).

           Discretion
           Unless otherwise requested by you, we will establish discretionary trading authority on all
           management accounts to execute securities transactions at any time without your prior
           consent or advice.

           You may, at any time however, impose restrictions, in writing, on our discretionary authority

Form ADV: Part 2A

                                                                                         DISCLOSURE BROCHURE
           (i.e., limit the types/amounts of particular securities purchased for your account, etc.).

           Management Fee Exclusions
              Custodial Fees
              The above fees for all of our portfolio management services are exclusive of any charges
              imposed by the custodial firm who has custody of your account; including, but not limited
              to: (i) any Exchange/SEC fees; (ii) certain transfer taxes; (iii) service or account charges,
              such as, postage/handling fees, electronic fund and wire transfer fees, auction fees, debit
              balances, margin interest, certain odd-lot differentials and mutual fund short- term
              redemption fees; and (iv) brokerage and execution costs associated with securities held in
              your managed account. There can also be other fees charged to your account that are
              unaffiliated with our management services.

              Investment Company Fees
              In addition, all fees paid to us for portfolio management services are separate from any
              fees and expenses charged on mutual fund shares by the Investment Company or by the
              investment advisor managing the mutual fund portfolios. These expenses generally include
              management fees and various fund expense, such as 12b-1 fees. Redemption fees, account
              fees, purchase fees, contingent deferred sales charges, and other sales load charges may
              occur but are the exception within managed accounts at institutional custodians. A
              complete explanation of these expenses charged by the mutual funds/ETFs is contained in
              each mutual fund’s or ETF’s prospectus. You are encouraged to carefully read the fund
              prospectus.

              For more information on the custodial firms that we will recommend to custody your portfolio
              accounts, see item 12, “Brokerage Practices.”

        Termination of Portfolio Management Services
        To terminate our portfolio management services, either party (you or us), by written
        notification to the other party, may terminate the advisory agreement at any time. Such
        notification should include the date the termination will go into effect along with any final
        instructions on the account (i.e., liquidate the account, finalize all transactions and/or cease
        all investment activity).
...

ITEM 7 - TYPES OF CLIENTS

     The types of clients we offer advisory services to include individuals, high net worth individuals,
     and pension and profit sharing plans. Our minimum account size for portfolio management is
     typically $250,000. BRIA retains the right to negotiate and accept account sizes less than
     $250,000.