Waterloo Capital LP

Item 5: Fees and Compensation

programs or mutual funds. Although many factors will influence the type of fund to be used, the
client should discuss with their investment adviser representative whether a share class from a
comparable mutual fund with a more favorable return to investors is available that does not
include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs
and priorities and anticipated transaction costs. In addition, the receipt of such fees can create
conflicts of interest in instances (i) where our adviser representative is also licensed as a
registered representative of a broker-dealer and receives a portion of 12b-1 and or revenue
sharing fees as compensation – such compensation creates an incentive for the investment
adviser representative to use programs which utilize funds that pay such additional
compensation; and (ii) where the custodian receives the entirety of the 12b-1 and/or revenue
sharing fees and takes the receipt of such fees into consideration in terms of benefits it may
elect to provide to the firm, even though such benefits may or may not benefit some or all
of the firm clients.
Additional Disclosure Concerning Wrap Programs: To the extent that we either sponsor or
recommend wrap fee programs, please be advised that certain wrap fee programs may (i) allow
our investment adviser representatives to select mutual fund classes that either have no
transaction fee costs associated with them but include embedded 12b-1 fees that lower the
investor’s return (“sometimes referred to as “A-Shares,” depending on the mutual fund issuer),
or (ii) allow the use of mutual fund classes that have transaction fees associated with them but
do not carry embedded 12b-1 fees (sometimes referred to as “I-Shares,” depending on the
mutual fund sponsor). Wrap fee programs offer investment services and related transaction
services for one all-inclusive fee (except as may be described in the applicable wrap fee program
brochure). The trading costs are typically absorbed by the firm and/or the investment
representative. If a client’s account holds A-Shares within a wrap fee program, the firm and/or its
investment adviser representative avoids paying the transaction fees charged by other mutual
fund classes, which in effect decreases the firm’s costs and increases its revenues from the
account. Effectively, the cost is transferred to the client from the firm in the form of a lower rate
of return on the specific mutual fund. This creates an incentive for the firm or investment adviser
representative to utilize such funds as opposed to those funds that may be equally appropriate
for a client but do not carry the additional cost of 12b-1 fees. As a policy matter, the firm does
not allow funds that impose 12b-1 or revenue sharing fees on the client’s investment within its
wrap fee programs. Clients should understand and discuss with their investment adviser
representative the types of mutual fund share classes available in the wrap fee program and the
basis for using one share class over another in accordance with their individual circumstances
and priorities.

                           Part 2A of Form ADV: Waterloo Capital Brochure

Item 7: Types of Clients
Waterloo Capital provides advisory services primarily to individuals and high-net-worth
individuals, trusts, estates, retirement accounts, pension and profit sharing plans, charitable
organizations, corporations, and other business entities. As a condition for starting and
maintaining an advisory relationship, the firm generally require a minimum portfolio size of
$1,000,000. The firm, at its sole discretion, may accept clients with smaller portfolios based upon
certain factors including anticipated future earning capacity, anticipated future additional assets,
account composition, related accounts, and pre-existing client relationships. The firm may
consider the portfolios of the client’s family members to determine if the portfolio meets the
minimum size requirement.

                           Part 2A of Form ADV: Waterloo Capital Brochure