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Devon,

Thanks for this – let me review and looking forward to your receiving your business plan in due course.

Regards

From: Devon Archer [mailto:darcher@rosemontseneca.com]
Sent: Tuesday, July 22, 2014 8:42 AM
To: Lindsay Wright[琳熙]; zhaoxuejun@jsfunds.com
Cc: Hunter Biden; Michael Lin; James Bulger; Leonard Mike
Subject: Fwd: FW: Response to request for financials

Lindsay,
Please find attached the initial data dump for review which includes recent financial background of the three entities in play including audited financials and recent appraisals (note Valor appraisal I'll have to you tomorrow). I have included a simple one pager org chart of pre and post transaction (#9) to guide you through the financial reports.

I am working on a custom abbreviated business plan catered to our newly contemplated rollout group (present company) which I will have to you tomorrow. This will include ownership and controls pre and post as contemplated.

Please let me know what questions we can be working on as they come up or any suggestions that may improve our approach.

Very Best,
Devon

________________________________
From: [jason@burnhamequitypartners.com<mailto:jason@burnhamequitypartners.com>]
Sent: Monday, July 21, 2014 7:01 PM
To: Devon Archer
Cc: James Bulger; Andrew Godfrey
Subject: Response to request for financials
Devon,

You requested financial information about Burnham and affiliates, and about Wealth Assurance Holdings and affiliates, in connection with the proposed combination of the businesses. Attached are:

1. 2013 audited financials - Wealth Assurance Holdings Ltd (PwC)
2. 2013 audited financials - Wealth Assurance AG (PwC)
3. 2013 audited financials - Valorlife (untranslated - KPMG)
4. Summary of 2013 audited financial statements (Deloitte)
5. March 2014 appraisal on Wealth Assurance (Ernst and Young)
6. 2013 audited financials - Burnham Securities (Grant Thornton)
7. 2013 audited financials - Burnham Asset Management (Grant Thornton)
8. 2013 audited financials - Mid America Financial Services Inc
9. Org charts - pre and post transaction

We will provide the Valorlife appraisal tomorrow.

You also requested that we summarize the proposed combination.

The structure of the proposed combination is a straightforward tuck-under of Burnham Financial Group as a 100% owned subsidiary of Wealth Assurance Holdings, the publicly quoted holding company.

The Wealth Assurance name would be retired in favor of Burnham & Co., which would be adopted as the new name of the publicly quoted holding company.

The holding company would have three drop down subsidiaries consisting of operations in Securities, Asset Management, and Wealth Management/Specialty Insurance.

The business model is intended to combine the favorable asset gathering characteristics of insurance, with the stable fee income characteristics of asset management, and the cross-border transactional capabilities of investment banking/capital markets.

The model is very much an emulation of the Guggenheim structure which has successfully built a $210 billion business.

Hope this responds to what you requested.

Jason


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