O'Hagan Group offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to O'Hagan Group rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with O'Hagan Group setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). O'Hagan Group filed for registration as an investment adviser in June 2021 and is wholly owned by John O’Hagan. As of February 23, 2024, O'Hagan Group had $807,673,483 in assets under management; all of which was managed on a discretionary basis. While this brochure generally describes the business of O'Hagan Group, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on O'Hagan Group’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services O'Hagan Group offers clients a broad range of financial planning and consulting services, which include any or all of the following functions:
• Retirement Account Planning
• Cash Flow Forecasting
• Trust and Estate Planning
• Insurance Planning
• Retirement Planning
• Wealth Transfer Planning While each of these services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). In performing these services, O'Hagan Group is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. O'Hagan Group recommends certain clients engage the Firm for additional related services, its Supervised Persons in their individual capacities as insurance agents or registered representatives of a broker-dealer and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage O'Hagan Group or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by O'Hagan Group under a financial planning or consulting engagement. Clients are advised that it remains their Page | 5 © MarketCounsel 2024 responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising O'Hagan Group’s recommendations and/or services. Wealth Management Services O'Hagan Group provides clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary management of investment portfolios. O'Hagan Group primarily allocates client assets among various individual equity securities and exchange- traded funds (“ETFs”) in accordance with their stated investment objectives. Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage O'Hagan Group to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, O'Hagan Group directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. O'Hagan Group tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. O'Hagan Group consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify O'Hagan Group if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if O'Hagan Group determines, in its sole discretion, the conditions

would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Retirement Account Rollover Considerations An import part of O'Hagan Group’s services is to advise clients on their options within their company retirement plan. This is done either by the Firm directly through its services, or often through advice given by Supervised Persons of the Firm in their capacity as registered representatives of an independent broker- dealer, as further described below. When available to the client, the Firm can recommend that clients withdraw the assets from their the retirement plans they are invested in and roll the assets over to an individual retirement account ("IRA") that the Firm will manage. If clients elect to roll the assets to an IRA that is subject to the Firm’s management, the Firm will charge an asset-based fee as set forth in the executed Page | 6 © MarketCounsel 2024 Advisory Agreement. This practice presents a conflict of interest because persons providing investment advice on the Firm’s behalf have an incentive to recommend a rollover to clients for the purpose of generating fee-based compensation rather than solely based on the client’s needs. Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if the client does complete the rollover, the client is under no obligation to have the assets in an IRA managed by the Firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, clients should consider the costs and benefits of:
• Leaving the funds in the current plan.
• Moving the funds to a new employer's retirement plan.
• Cashing out and taking a taxable distribution from the plan.
• Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change the Firm encourages clients to speak with their CPA and/or tax attorney. If the client is considering rolling over their retirement funds to an IRA for the Firm to manage, here are a few points to consider before doing so:
• Determine whether the investment options in the employer's retirement plan address the client’s needs or whether the client might want to consider other types of investments. o Employer retirement plans generally have a more limited investment menu than IRAs. o Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds.
• The current plan may have lower fees than the Firm’s fees. o If interested in investing only in mutual funds, the client should understand the cost structure of the share classes available in the employer's retirement plan and how the costs of those share classes compare with those available in an IRA. o Clients should understand the various products and services they might take advantage of at an IRA provider and the potential costs of those products and services.
• The Firm’s strategy may have higher risk than the option(s) provided to you in the client’s plan.
• The client’s current plan may also offer financial advice. Page | 7 © MarketCounsel 2024
• If clients keep their assets titled in a 401k or retirement account, the client could potentially delay their required minimum distribution beyond age 72.
• The client’s 401k may offer more liability protection than a rollover IRA; each state may vary. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so clients should consult with an attorney if they are concerned about protecting their retirement plan assets from creditors.
• Clients may be able to take out a loan on their 401k, but not from an IRA.
• IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home.
• If clients own company stock in their plan, they may be able to liquidate those shares at a lower capital gains tax rate.
• The client’s plan may allow them to hire the Firm as the manager and keep the assets titled in the plan name. It is important that clients understand the differences between these types of accounts and to decide whether a rollover is best for them. Prior to proceeding, if clients have questions they should contact their investment adviser representative, or call the Firm’s main number as listed on the cover page of this brochure.