Nicholas Wealth LLC

Item 5 – Fees and Compensation
  A. Fee Schedule

     Non-Wrap Fee Portfolio Management Fees

                         Total Assets Under
                                                         Annual Fees
                         Management
                         $0 - $1,000,000                 1.50%

                         $1,000,000 - $3,000,000         1.25%

                         $3,000,000 – And Up             1.00%

     Selection of Nicholas Wealth Management Strategies

     The strategy fee charged for NWM strategies is 0.30%. This fee is in addition to NWM’s standard
     annual fees.

           Nicholas Wealth Large Cap Growth
           Nicholas Wealth Dividend Growth

          Total Assets Under
                                         Annual Fee       Strategy Fee          Total Fee
          Management
               $0 - $1,000,000              1.5%               0.3%               1.80%

           $1,000,000 - $3,000,000         1.25%               0.3%               1.55%

            $3,000,000 – And Up            1.00%               0.3%               1.30%

     The annual fee is based on a percentage of assets under management as determined by the
     custodian and pursuant to the above standard fee schedule. They are computed on the
     custodian’s reported valuation of assets under management on the last business day of billing
     period taking into account deposits and withdrawals and automatically debited from the client’s
     account. These fees are generally negotiable, and the final fee schedule is attached as Exhibit
     I of the Investment Advisory Contract. NWM reserves the right to lower fees without obtaining
     client permission. However, we may not increase your fees without thirty (30) days’ advance
     written notice. Clients may terminate the agreement without penalty for a full refund of NWM's
     fees within five business days of signing the Investment Advisory Contract. Thereafter, clients
     may terminate the Investment Advisory Contract generally with 30 days' written notice.

     NWM does not earn fees based on a share of the capital gains or capital appreciation of
     managed securities. NWM does not receive any performance-based fee structure

compensation.

Other Fees You Should Understand

NWM recommends and includes in client portfolios exchange-traded funds (“ETFs”) for which it
serves as investment adviser or sub-adviser (the “Nicholas ETFs”).

NWM receives compensation in connection with these ETFs in its role as sub-adviser. This
compensation is paid by the ETF sponsor or the fund and is separate from the advisory fees
that NWM charges to client accounts.

As a result, when client assets are invested in Nicholas ETFs, NWM receives compensation
both at the client account level and at the fund level. This creates a financial incentive for NWM
to recommend or allocate client assets to affiliated ETFs rather than to other investments that
do not generate additional compensation.

Clients invested in the ETFs will bear both:
    • the internal expenses of the ETF (including management fees and operating expenses),
        and
    • the advisory fees charged by NWM

NWM addresses this conflict by reducing its advisory fee on assets invested in affiliated ETFs,
generally to approximately 1%. This reduction may be implemented either by applying a lower
advisory fee rate directly to the portion of client assets invested in affiliated funds, or through a
rebate or credit applied after billing to ensure the effective fee on those assets is reduced.

Mutual Fund Share Class

In many instances, the custodian makes available mutual funds in various classes of shares,
including shares designated as Class A Shares and shares designed for advisory programs,
which can be titled, for example, as “Class I,” “institutional,” “investor,” “retail,” “service,”
“administrative” share classes. The Class I Shares offered for a particular mutual fund in in many
cases will not be the least expensive share class that the mutual fund makes available and was
selected by the custodian in certain cases because the share class pays the custodian
compensation for the administrative and recordkeeping services the custodian provides to the
mutual fund. Client should understand that another financial services firm may offer the same
mutual fund at a lower overall cost to the investor. In other instances, a mutual fund may offer
only Class A Shares, but another similar mutual fund may be available that offers Class I Shares.
Class A Shares typically pay the custodian a 12b-1 fee for providing shareholder services,
distribution, and marketing expenses (“brokerage- related services”) to the mutual funds. Class
I Shares generally are not subject to 12b-1 fees. As a result of the different expenses of the
mutual fund share classes, it is generally more expensive for a client to own Class A Shares
than Class I Shares. An investor in Class I Shares will pay lower fees over time, and keep more
of his or her investment returns than an investor who holds Class A Shares of the same fund.
Other financial services firms may offer the same mutual fund at a lower overall cost to the
investor.

NWM has a financial incentive to recommend Class A Shares in cases where both Class A and
Class I Shares are available. This is a conflict of interest which might incline NWM, consciously
or unconsciously, to render advice that is not disinterested. Although the client will not be
charged a transaction charge for transactions, Advisor pays the custodian a per transaction

   charge for mutual fund purchases and sales in the account. NWM generally does not pay
   transaction charges for Class A Share mutual fund transactions accounts, but generally does
   pay transaction charges for Class I mutual fund transactions. The cost to NWM of transaction
   charges generally may be a factor the Advisor considers when deciding which securities to select
...

Item 7 – Types of Clients
NWM generally provides advisory services to the following types of clients:
   •   Individuals
   •   High-Net-Worth Individuals
   •   Charitable Organizations
The account minimum is $500,000 for NWM's services. This account minimum can be waived at NWM's
discretion.