O'Hagan Group Inc

Item 5. Fees and Compensation
      O'Hagan Group offers services for a fee based upon assets under management. Additionally, certain of the
      Firm’s Supervised Persons, in their individual capacities, offers securities brokerage services and/or
      insurance products under a separate commission-based arrangement.

      Investment Management Fees

      O'Hagan Group offers investment management services for an annual fee based on the amount of assets
      under the Firm’s management. This management fee varies in accordance with the following blended fee
      schedule:

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 Disclosure Brochure                                                                   O’Hagan Group, Inc.

                                    PORTFOLIO VALUE                        BASE FEE
                                       First $1,000,000                      1.00%
                                      Above $1,000,000                       0.75%

      The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets
      being managed by O'Hagan Group on the last day of the previous quarter as valued by a party independent
      from the Firm (including the client’s custodian or another third-party).

      If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
      payable with respect to such assets is not adjusted to reflect the interim change in portfolio value. For the
      initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement
      is terminated, the fee for the final billing period is prorated through the effective date of the termination and
      the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate.

      The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm
      may, in its sole discretion, not include cash in determining the fee, especially where a client has a high
      percentage of cash for reasons other than the Firm's investment management decision. Additionally, for
      asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets,
      accommodation accounts, alternative investments, etc.), O'Hagan Group can negotiate a fee rate that differs
      from the range set forth above. Clients are advised that a conflict of interest exists for the Firm to
      recommend that clients engage O'Hagan Group for additional services for compensation, including rolling
      over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute
      discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the
      recommendations.

      Fee Discretion

      O'Hagan Group may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such
      as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
      managed, related accounts, account composition, pre-existing/legacy client relationship, account retention,
      pro bono activities, or competitive purposes.

      Additional Fees and Expenses

      In addition to the advisory fees paid to O'Hagan Group, clients also incur certain charges imposed by other
      third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
      (collectively “Financial Institutions”). These additional charges include securities brokerage commissions,
      transaction fees, custodial fees, margin and other borrowing costs, charges imposed directly by a mutual
      fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and

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 Disclosure Brochure                                                                    O’Hagan Group, Inc.

      other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
      electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The Firm’s
      brokerage practices are described at length in Item 12, below.

      Direct Fee Debit

      Clients provide O'Hagan Group with the authority to directly debit their accounts for payment of the
      investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts,
      from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients
      not less than quarterly detailing all account transactions, including any amounts paid to O'Hagan Group.

      Use of Margin

      O'Hagan Group can be authorized by clients to use margin in the management of the client’s investment
      portfolio. The Firm only expects to use margin for investment purposes in situations where the client
      specifically requests that options be authorized. In those circumstances, the client is managing the options
      and the Firm is not responsible for the recommendations. In these cases the fee payable will be assessed
      gross margin such that the market value of the client’s account and corresponding fee payable by the client
      to O'Hagan Group will be increased. As discussed above, the Firm does not recommend the use of margin
      for investments so the Firm does not believe there is an incentive to use margin to increase its fees.

      O'Hagan Group can recommend that certain clients utilize margin in the client’s investment portfolio or
      other borrowing. O'Hagan Group only recommends such borrowing for non-investment needs, such as
...

Item 7. Types of Clients
      O'Hagan Group offers services to individuals, trusts and estates.

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 Disclosure Brochure                                                                  O’Hagan Group, Inc.