Oxford Wealth Management LLC

Item 5 - Fees and Compensation

Investment Management and Non-Discretionary Investment Advisory Fees

In general, and except with respect to the initial quarter, the Firm’s fees for investment
management services and non-discretionary investment advisory services (collectively,
the “Advisory Fees”), will be charged as a percentage of the total assets in the Account
managed or advised by the Firm, according to the following schedule:

 Assets Under Management/Advisement                                  Fee
           Under $1,000,000                                         1.50%
      Over $1,000,000 - $3,000,000                                  1.40%
     Over $3,000,000 - $10,000,000                                  1.30%
     Over $10,000,000 - $25,000,000                                 1.10%

              Over $25,000,000                                    0.65%

However, the Firm may negotiate Advisory Fees on a client-by-client basis, based on a
number of factors, including the amount and type of work involved, the amount of client
assets under the Firm’s management/advisement, the financial complexity of the client’s
investment objectives, and the amount of resources that we anticipate dedicating to
providing the services. Fees will not exceed 1.5% of assets under management/advisement.
With respect to multiple clients from the same family/household, or who are otherwise
related parties, the Firm may aggregate such clients’ assets for purposes of calculating the
Advisory Fees.

In certain cases, the Firm may agree to provide services on a fixed fee basis rather than
based on a client’s assets under management/advisement. In certain circumstances, this
may result in clients paying fees that are higher than those based on assets under
management/advisement. For example, a fixed fee may be higher than an asset-based fee
due to the size of a client account.

In limited circumstances, and only in compliance with applicable law, Oxford has entered
into a performance-based fee arrangement with a client that qualifies as a "qualified client"
under Rule 205-3 under the Investment Advisers Act of 1940. Oxford does not generally
offer performance-based fees as part of its standard advisory services. (See Item 6
“Performance-Based Fees and Side-By-Side Management” below for more details
regarding performance-based fees.)

Advisory Fees are payable quarterly in arrears, using the prior quarter-end value of the
assets in the client’s account (determined as of the last business day of the prior calendar
quarter), and calculated quarterly using the actual day count methodology. A client account
becomes subject to the Firm’s Advisory Fees beginning the later of (i) the effective date of
the Firm’s Investment Advisory Agreement (“IAA”) with the client, (ii) the date the last
client’s signature executing the IAA is received, or (iii) when client assets are received by
the account custodian(s) or investment managers (the “Advisory Fee Start Date”). For the
initial quarter, the Advisory Fee will be pro-rated based on the number of days advisory
services are provided within the quarter.

Advisory Fees are also described in the IAA, and we generally retain the right to amend
our fee schedule with 30 days prior written notice to the client. A Client’s IAA can be
terminated at any time, by either party, for any reason upon five (5) days’ written notice.
Towards the end of the five-day period, the client’s quarterly fees will be calculated on a
pro-rata basis and charged to the account before the assets are moved. For assets that are
moved outside the five-day period, clients may receive an invoice for their pro-rata fees
for the quarter.

       Deduction of Fees from Client Account; Account Statements

Generally, Advisory Fees will be debited from the client’s account that generated the
Advisory Fee. However, fees may be billed from a different account due to the use of a
multi-custodial relationship and/or because the client may have assets (for example,
investments in private funds) that have no ability to be billed. For example, the Firm may
deduct fees from the client’s primary custodian for assets held at a different custodian or
investment manager. If a client does not have enough liquidity in their account to pay the
Advisory Fee, the Firm may instruct the custodian to liquidate securities in the account.

The custodian sends the client a statement, at least quarterly, indicating the amount of our

Advisory Fees and all amounts disbursed from the account to the Firm for our fees. The
client is responsible for verifying the accuracy of the fee calculation, as the custodian will
not verify the calculation. Only the custodians’ account statement will be sent to clients.

        Additional Fees and Expenses

The advisory fees described above are exclusive of fees and expenses charged by third
parties. Clients may incur additional costs, including, but not limited to:

  •    brokerage commissions;
  •    custodial fees;
  •    transaction charges;
  •    wire transfer and electronic funds transfer fees;
  •    mutual fund and ETF management fees and operating expenses;
  •    Independent Manager fees;
  •    Alternative Investment management fees and fund expenses;
  •    Carried interest on recommended private funds;
  •    taxes and other governmental charges.

These expenses are separate from, and in addition to, Oxford's advisory fees. Clients
should carefully review the offering documents, prospectuses, custodial agreements, and
other disclosures relating to these expenses before investing.

Financial Planning and Consulting Fees

Financial planning fees are negotiated on a client-by-client basis and are determined based
upon a number of factors including, but not limited to, the amount and type of financial
planning work involved, the amount and variety of client assets analyzed within the
financial plan, the financial complexity of the client’s investment objectives and assets,
...

Item 7 - Types of Clients

Generally, the Firm provides advisory services to individuals, high net worth individuals
or families, Plans, individual retirement accounts, trusts, and business entities.

The Firm will target working with clients whose net worth is $5,000,000 or more.
However, the Firm reserves the right to accept clients of any net worth and with accounts
of any value.