Worth Asset Management LLC

Item 5 – Fees and Compensation
As compensation for the services provided under this Agreement, the Advisor is to receive
an investment management fee at an annual rate based on the value of the account
calculated as of the last business day of the month or the average balances for the month.
All fees are calculated on a monthly basis in arrears and payable monthly. The Client agrees
and acknowledges the investment management fees will be withdrawn from the client’s
account(s). If this agreement commences and/or terminates before month-end, the
amount of the fee payable shall be prorated and appropriately adjusted. Client agrees that
the Advisor may send bills for its fees for direct payment by the bank or firm holding
Client’s securities and funds, provided that at the same time Advisor provides notice of its
billing to Client in the custodial statements. Some portion of these fees may be shared with
registered investment advisor agents.

       Fee Schedule:
       Fees are negotiated and agreed upon with client based on factors such as the
       amount of assets being managed, level of service and assets used in client’s portfolio.

       Fixed Annual Rate:
       0.80 % to 1.5 %

       Floating Annual Rate:
       $0 - $250k - 1.25%
       $250k - $1m - 1%
       $1m - $2m - .90%
       $2m - $3m - .80%
       $3m - $4m - .70%
       $4m+ Dependent on services offered

       For the use of the DPL insurance platform, the Adviser will pay an annual fixed fee
       for the use of this platform. For providing platform services to RIAs, DPL receives
       service fees from the insurers that offer their commission free products through the
       platform. These service fees are based on the insurance premiums received by the
       insurers from DPL members’ clients and a possible conflict of interest. WAM has
       procedures in place to address any conflicts of interest to act the best interests of the
       client.

       $0 - $250k - .75%
       $250k - $1m - .5%
       $1m - $2m - .4%
       $2m - $3m - .3%
       $3m - $4m - .2%
       $4m+ Dependent on services offered

       Minimum Annual Fee: $300

   •   Worth, in its sole discretion, may waive its minimum annual fee and/or charge a
       lesser investment advisory fee based upon certain criteria (e.g., historical
       relationship, type of assets, anticipated future earning capacity, anticipated future
       additional assets, dollar amounts of assets to be managed, related accounts, account
       composition, negotiations with clients, etc.).
   •   Additional Charges: stock and fund transaction fees, and outside services for
       performance accounting and compliance. Fees associated with the service of the
       account such as wire fees, electronic fund transfers, returned check fees, overnight
       fees, custodial fees, exchange fees or other charges required by the custodial firm or
       by law. Mutual funds and exchange traded funds also charge internal management
       fees, which are disclosed in a fund’s prospectus.

   •   If sufficient cash is not available in the account to pay the fees when due, Worth will
       liquidate securities selected by Worth without prior notice to the client. If mutual
       funds are liquidated, the client may be charged a contingent deferred sales charge,
       an early redemption fee, or a fee to discourage short-term trading of fund shares. If
       the liquidated securities have declined in value, the client will realize a loss and
       forego the opportunity for future appreciation of the securities.
   •   Clients can generally purchase the same or similar investment products or services
       through other firms that are not affiliated with us. However, clients who obtain
       investment products or services through other firms will not receive the benefit of
       the services we provide in determining which investment products or services may
       be appropriate in view of the client’s financial situation, investment objectives, risk
       tolerance, and liquidity needs. Our fees may be higher (or lower) than fees charged
       by other advisers or institutions for similar services with better (or worse)
       performance or lower (or higher) risk. Clients should consider carefully all the direct
       and indirect fees and expenses of our services and the investment products we
       recommend to fully understand the total costs and assess the value of our services.
Worth does not charge for its financial planning services other than the fee listed above.
Worth reserves the right to stop work on any account that is more than 90 days overdue. In
addition, Worth reserves the right to terminate any Registered Investment Advisory
Agreement where a client has willfully concealed or has refused to provide pertinent
information about financial situations when necessary and appropriate, in Worth’s
judgment, to providing proper financial advice.
Sub-Advisor Fees
The investment management fees charged by the designated sub-advisors, together with
the fees charged by the corresponding designated broker dealer/custodian of the Client’s
assets, may be exclusive of, and in addition to, WAM‘s investment advisory fee set forth
above. For accounts custodied at Schwab, portfolio implementation fees will be charged by
a sub-advisor, annually for up to 0.16% of assets under management, to be charged
quarterly in arrears based on the average daily balance of the assets in the account during
the previous quarter.

Item 12 further describes the factors that Worth considers in selecting or recommending
broker-dealers for client transactions and determining the reasonableness of their
compensation (e.g., commissions).
Turnkey Asset Management Program Fees
Worth has contracted with Focus Partners Advisor Solutions, LLC (“FPAS”), a registered investment
adviser, to provide services including trade processing, collection of management fees, record
...

Item 7 – Types of Clients
Worth provides portfolio management services to individuals, high net worth individuals,
trusts, corporate pension and profit-sharing plans and 401(k) plans. Worth requires a
minimum account value of $25,000. Worth may waive the account minimum or require a
higher or lower minimum for an account, in its sole discretion. If the aggregate value of the
client’s account falls below the account minimum, Worth has the right to require deposit of
additional amounts to bring the value of the account up to the account minimum or close
and liquidate the account and send the proceeds to the client in accordance with the client’s
written delivery instructions.