McGowan Group Asset Management Inc

Item 5: Fees and Compensation

   We are required to describe our brokerage, custody, fees and fund expenses so you will know
   how much you are charged and by whom for our advisory services provided to you.

   A. Advisory Services Compensation
      (i) Fee Based Advisory Services:
          On an annualized basis, our firm’s fee for continuous portfolio management services will
          range from .59% - 1.50% with the final fee negotiated according to the Clients’ needs and
          objectives. Our firm’s fees are billed quarterly in advance based on the value of the account
          on the last business day of the previous quarter. Accounts established during the billing
          cycle will be charged pro-rata based on the initial account balance.

                                        MGAM Wrap Fee Schedule

Single Tier Fee Schedule

                         Assets Under Management           Annual Advisory Fee

                           $0 - $10,000,000+               _____________________%

       Additionally, clients also can further lower their management rate by consolidating assets.
       Discounted management rates are usually granted at the thresholds below:

       Greater than 1MM - .99%
       Greater than 3MM - .88%
       Greater than 10MM - .83%

      The consolidation breakpoints above result in lower flat rates for all assets held with MGAM at
      Pershing BNY once the asset base surpasses the breakpoint levels. These rates and thresholds
      could change at any time upon the discretion of MGAM.

   B. How Clients Are Charged for Service
      (i) Fee Based Advisory Fees Are Due Quarterly in Advance.
         We charge our advisory fees quarterly in advance and have them deducted direct via the
         custodian. In the event that you wish to terminate our services, we will refund the unearned
         portion of our advisory fee to you. T o do t h i s , you need to contact us in writing and state
         that you wish to terminate our services. Upon receipt of your letter of termination, we
         will start the process to close your account. The date of your written termination will
         be used to process a pro-rata refund of unearned advisory fees.

   C. Other Fees and Expenses in Addition to MGAM’s Advisory Fee
      All clients can access statements and confirmations free of charge electronically, but if they
      elect to receive them physically they are assessed a charge per statement and per confirm
      by Pershing Advisor Solutions, LLC/ Pershing, LLC (“PAS” or “PAS/ Pershing”), our custodian.

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      Typically, these charges are minor in nature and cover PAS’s necessary costs to produce
      physical statements and confirms. Additionally PAS, as custodian, may charge additional fees
      associated additional services to include, but not limited to special order processing, wire
      transaction fees, UBTI accounting, hardcopy statement delivery, checking and debit card
      accounts services and lending services. A schedule of PAS charges is available upon request.

      Wrap fee clients will not incur transaction charges for trades executed in their accounts.
      Additional costs can be incurred while MGAM pursues best net execution prices for orders placed
      on behalf of clients. MGAM does not receive or accept additional compensation from order
      processing. Clients pay additional management fees when MGAM believes that it is in the client’s
      best interest to utilize an open-end mutual fund or Exchange Traded Fund (ETF). Client
      allocations that utilize mutual funds will incur additional costs above our wrap fee. MGAM does
      not receive or accept additional compensation from fund expenses.

  D. Advisory Fees When Terminating Services
     If you wish to terminate our services, we will refund the unearned portion of our advisory fee to
     you. You need to contact us in writing and state that you wish to terminate our services. Upon
     receipt of your letter of termination, we will s t a r t t h e p r o c e s s t o c l o s e o u t y o u r
     a c c o u n t . The date of your written termination will be used to process a pro-rata refund of
     unearned advisory fees.

  E. Commissionable Securities Sales
     MGAM does not engage in commissionable securities sales.

Item 7: Types of Clients & Account Requirements

  We have the following types of clients:
     • Individuals
     • High Net Worth Individuals
     • Trusts, Estates or Charitable Organizations
     • Pension and Profit Sharing Plans
     • Corporations, Limited Liability companies and/or other business types.

  Our requirements for opening and maintaining accounts or otherwise engaging us:
     • We require a minimum consolidation of $1,000,000 within the first calendar year for
         our asset management service. Generally, this minimum account balance requirement is
         not negotiable and would be required throughout the course of the client’s relationship
         with our firm.

  DOL Conflict of Interest Rules and how it pertains to your IRA Accounts, IRA Rollovers, 401(k)
     accounts or other accounts covered under ERISA.
     (i) MGAM acknowledges our fiduciary status stated under Section 20(a)(b) of our Master Services
         Agreement (MSA).

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     (ii) MGAM has/and will continue to abide by Standards of Impartial Conduct
               a. Acting in the Client’s best interest at all times (e.g., Prudence standards and Loyalty
                  standards)
               b. Receive reasonable compensation, under Item 5(A), that is fair and level.
               c. Not making materially misleading statements to clients regarding
                  recommendations, compensation, or Conflict of Interests.
     (iii) Any MGAM Conflicts of Interests will be disclosed in our ADV and ADV appendix.