Waddell & Associates LLC

Item 5 – Fees and Compensation

 General Information on Fees

 The specific manner in which fees are charged by W&A is established in a client’s written agreement with W&A.
 W&A Clients may authorize W&A to directly debit fees from client accounts or elect to be billed directly for fees on
 a quarterly basis, in arrears, based on the ending asset values. Management fees shall be prorated for each capital
 contribution and withdrawal made during the applicable calendar quarter. Accounts initiated or terminated during
 a calendar quarter will be charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will
 be promptly refunded, and any earned, unpaid fees will be due and payable.

 As a general rule, W&A does not negotiate its annual management fees. Under certain circumstances, the fee
 schedule is negotiable, but any such customized schedule must be approved by W&A’s Chief Executive Officer,
 Chief Financial Officer or Chief Administrative Officer.

 Additionally, under certain circumstances and agreed upon by both parties, W&A may provide initial services to
 prospective clients that go beyond the standard presentation services routinely provided to prospects. In such a
 situation, W&A will charge a pre-determined, agreed upon fee which has been fully described and acknowledged
 by the prospect in an asset management contract.

 W&A’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which
 shall be incurred by the client. Clients will incur certain charges imposed by custodians, brokers, third-party
 investment and other third parties such as fees charged by managers, custodial fees, 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. Mutual funds and exchange traded funds also charge internal management
 fees, which are disclosed in a fund’s prospectus. Clients are additionally responsible for the fees and expenses of
 externally managed investments, including fees charged by external managers of separately managed accounts and/or
 private investment funds. Such charges, fees and commissions are exclusive of and in addition to W&A’s fee, and W&A
 shall not receive any portion of these commissions, fees, and costs.

 Item 12 further describes the factors that W&A considers in selecting or recommending broker-dealers for client
 transactions and determining the reasonableness of their compensation (e.g., commissions).

 {00083879;1}
{415183v2}                                        8

 Advisory Fees

 Investment Management/Financial Planning Services:

 The annual fee for investment management/financial planning services will be charged as a percentage of total
 assets under management prorated for capital contributions and withdrawals made during the applicable
 calendar quarter, according to the schedule below:

                 All Equity, Fixed Income, Balanced and Hybrid Portfolios         Fee

                 First $1,000,000                                                 1.333%

                 Second million ($1,000,001- $2,000,000)                          0.75%

                 Next six million ($2,000,001 - $8,000,000)                       0.60%

                 Next twelve million ($8,000,001 – ($20,000,000)                  0.50%

                 All assets above $20,000,000                                     0.20%

 This fee applies to all assets under management including those maintained on the Pontera platform. W&A may
 impose a minimum fee of $100 on accounts that are unmanaged to cover administrative expenses.

 Financial Planning

 On a case-by-case basis, under certain circumstances, W&A may do a stand-alone financial plan for a potential client
 for a fee or on a subscription basis. For these individual financial planning services, clients can either be billed in
 advance, upon W&A completing the financial planning service, or on a subscription basis at a set amount. Fees are
 determined on a case-by-case basis depending on the potential account size and level of planning performed. The
 minimum fee for stand-alone financial planning will be $5,000. This minimum fee may be negotiated for smaller
 financial planning projects. All fees are established and agreed to prior to the start of the planning process.

 W&Ai

 For clients participating in the software-based Schwab Intelligent Portfolios™ program now known as iRebal,
 referred to internally as W&Ai, W&A calculates the fee and provides to the Program Sponsor to process all client
 billing in arrears on a quarterly basis.

 W&A calculates performance and instructs the Program Sponsor to deduct the fee directly from the clients’
 portfolio maintained at the qualified custodian. Clients do not pay fees to the Program Sponsor or brokerage
 commissions or other fees to Charles Schwab as part of the Program. Charles Schwab does receive other revenues
 in connection with the Program, as described in the Program Disclosure Brochure. Brokerage arrangements are
 further described below in Item 12 Brokerage Practices.
 {00083879;1}
{415183v2}                                         9

 The annual fee for investment management services provided through the Schwab Intelligent Portfolios™ Program
 will be charged as a percentage of assets under management at a fee rate of 1.00%.

 Employee Benefit Retirement Plan Services:

 Under certain circumstances, W&A provides consulting services to 401(k) pension plans that utilize an employee
 choice program for its investments. These accounts are not individually managed; rather, W&A reviews the
 available menu of investment choices offered by the custodian and makes recommendations to the plan trustees as
 to appropriate choices that could be offered to the participants. W&A will recommend investment options to
...

Item 7 – Types of Clients

 W&A provides portfolio management services to individuals, high net worth individuals, corporate pension and
 profit-sharing plans, charitable institutions, foundations, endowments, and other U.S. corporations.

 W&A imposes a $500,000 minimum for relationships under management, except for clients on the W&Ai platform
 whose minimum is $5,000. This minimum may be reduced by W&A if an account is deemed to be part of a larger
 group of accounts under W&A management and these accounts have satisfied the $500,000 minimum, if the client
 was introduced to W&A when our account minimum was lower, or other approved circumstances. Exception to
 these minimums may be granted by one of W&A's partners.