EMAIL DETAILS

This is a reply fro Stefan to Mike Leonard regarding the ema I sent earlier
Talk to you In a few minutes lads
Jimmy

---------- Forwarded message ----------
From: *Zellmer, Stefan* <SZellmer@burnhamfinancial.com>
Date: Monday, November 2, 2015
Subject: Meeting with Henry and next steps
To: Michael Leonard <mleonard@thorntonai.com>
Cc: "Godfrey, Andrew" <agodfrey@burnhamfinancial.com>, James Bulger <
jbulger@thorntonai.com>


Hi Michael,

It was great to meet you and Jimmy, and thank you for your great help in
Beijing. Also thank you for the great summary here. We will work this
week on a follow up and share with you. The proposal will have two parts,
a business plan (I.e. How our businesses will work together in achieving
Henry's goals) and a financial part, summarizing a path for acquiring
ownership in Burnham.

The detailed structural elements are tbd, but we do not see an issue in
Harvest directly owning equity in Burnham Asset Management, which is a SEC
registered investment advisor. We also have an affiliation with a
broker/dealer to accommodate commissions-based distribution of our
investment products. This set-up is not uncommon and would be accessibly
to Harvest.

As part of the proposal we foresee a working group consisting of Harvest
and Burnham leadership to define a more detailed path forward.

We met with Thomas and Ellen from Harvest Wealth Management, who presented
a very impressive business plan. No doubt will they a top player in the
wealth management space in China. They already have set up offshore
investment capabilities and so far have added PIMCO, Permal and Sotheby's
as managers. We learned that a UCITS fund structure has a lot of
advantages in accessing Chinese investment capital.

I am back in the office tomorrow and I can give you some more detail over
the phone.

Best,
Stefan


Sent from my iPad

On Nov 2, 2015, at 11:56 AM, Michael Leonard <mleonard@thorntonai.com
<javascript:_e(%7B%7D,'cvml','mleonard@thorntonai.com');>> wrote:

Andrew and Stefan,

I hope that the rest of your trip was productive and your trip back to the
US was more or less hassle-free. I wanted to circulate an email regarding
some of the key takeaways from our meeting with Henry per my notes for your
reference.

At the end of our meeting at Harvest's office, Henry tasked the Burnham
side with preparing a proposal about how Harvest and Burnham Asset
Management would work together. Henry noted that such proposal should take
into account two things:

1. Harvest has won a lawsuit with a distribution company that it was
previously partnered with (I did not catch the name). Harvest now wholly
owns such distribution company and Henry would like to know if there would
be any regulatory or commercial implications in the event that Harvest
becomes a shareholder of Burnham Asset Management; and

2. Harvest is potentially looking to take a significant stake (possibly
20%) in a publicly traded brokerage firm. Henry would like to know how this
potential investment would relate to an investment in Burnham Asset
Management.

It is also worth noting that Henry outlined explicitly why he wants to go
to the US and we should bear his motives in mind as we craft our proposal
to him. I noted that he gave four reasons for wanting to go to the US which
are as follows:

1. Chinese investors want to be in the US with open architecture and
good products. Chinese investors want to diversify their holdings as they
are currently very China heavy. They put their desire for safe US assets
ahead of their desire to generate large returns;

2. Henry wants a team in the US (and Europe) so that his teams can look
at industry sectors with a global perspective and advise investors
accordingly. In short, Henry wants to build up Harvest's research
capability. Henry is very fond of research.

3. Henry want to serve US investors looking to invest in China. Not just
in mutual funds but in all types of investments; and

4. Henry wants to improve his service quality. Henry believes that
experience in the US- as it is a mature asset management market- will raise
the standard for the service quality in China. This serves Henry's goal of
continuing to build Harvest into a world-class asset management company.

Our next step is to craft a proposal for Henry on how the cooperation with
Burnham will look bearing all of the above in mind. I think this will
mostly come from your end but we obviously want to be helpful on that
front. Let us know what we can do.

Also, I take it from the WeChat conversation that it seems you were able to
meet with Henry's wealth management team on Friday in Beijing. I hope that
was a valuable meeting. Any intelligence or developments from that meeting
that Jim and I should be aware of?

Finally, I don't have Russell's email so I did not include him on this
email. Please add emails to this chain as you see fit.

If you have any questions or I can assist in any way please feel free to
let me know.

Best,
Mike

--
Michael R. Leonard
Vice President, Operations Department
Thornton Group LLC
14 Beacon Street, Suite 804A
Boston, MA 02108
Office: 617-248-9440
Mobile: 781-454-9227


--
James J. Bulger
Chairman
Thornton Group LLC
14 Beacon Street, Suite 804A
Boston, MA 02108
Office tel: 617.248.944