Bridges Capital LLC

Item 5 – Fees and Compensation

                                        Sub-Advisory Services Fees

BC provides sub-advisory services for an annual fee based on the percentage of the value of the assets that
are sub-advised (“Sub-Advisory Fee”). BC’s fee will be payable from the unitary fee proposed within the
ETF and borne by the adviser to the ETF. As a non-discretionary sub-adviser, BC will not receive any
portion of commissions, transaction fees, or other brokerage costs generated by the ETF. The Sub-Advisory
Fee will generally be calculated daily and levied on a monthly basis, in arrears, based upon the average net
asset value of the ETF’s assets per month, calculated at the end of each month. Additional information about
the fees charged to an investor in the ETF is available in the ETF’s prospectus and SAI, available upon
request.

                                    Separately Managed Account Fees

The following fee schedule is for BC only clients and does not pertain to clients of TFG. TFG is responsible
for their own fee schedule and clients of TFG should consult with the Form ADV of TFG and their own
account documents for accurate calculations of their specific fee schedule.

Our general policy is to charge separately managed account fees in accordance with the fee schedule(s) in
effect at that time; however, all BC fees and minimums are subject to negotiation. Existing advisory clients
are subject to BC’s minimum account requirements and advisory fees in effect at the time the client entered
into the advisory relationship. Generally, clients are billed directly from the portfolio of investments held
unless the client chooses an alternative billing method.

The manner in which we charge fees is set forth in the client’s advisory agreement. Fees are generally
charged monthly in arrears and assessed in accordance with the following guidelines:

Client accounts that were transferred from Claraphi Advisory Network LLC will continue to use their
existing Fee Schedule on record. BC will rely on the documentation for fees provided by Claraphi Advisory
Network LLC to determine appropriate fee percentage.

      Client agrees to pay BC an Investment Advisory Fee for its investment advisory services,
      determined, calculated and payable as detailed below.

      The Investment Advisory Fee is based on a percentage of client’s assets that BC managed and is
      calculated and charged in accordance with the following fee schedule:

      Assets under Management                Annualized Fee
      All Client Accounts                    1.50%

      SAMPLE CALCULATION.

      For Charles Schwab & Co., Inc. as a custodian, the Investment Advisory Fee is calculated based
      on the ending daily balance of each business day multiplied by the annual fee for each specific
      account and then divided by 365. For Interactive Brokers LLC as the custodian, the Investment
      Advisory Fee is based on the ending balance in the account on each specific day through the
      billing calendar month multiplied by the applicable annual rate and divided by 365. These two
      fee calculations are similar; however Interactive Brokers LLC calculates the fee automatically
      whereas Charles Schwab & Co., Inc relies on the calculations of BC.

      The Investment Advisory Fee is billed and payable monthly (covering the preceding month)
      within ten (10) days before or after the end of the applicable month for which payment is due and
      will be based on the value of client’s account. The client’s designated Custodian, an independent
      and unaffiliated party, will provide all valuations of the account used to calculate the Investment
      Advisory Fee.

      If the Investment Advisory Agreement is executed at any time other than the first day of a
      calendar month, one of the parties terminates the Agreement, or client prepays advisory fees or
      withdraws or adds assets to the account, the Investment Advisory Fee will be based on the details
      outlined above depending on the custodian of the client’s choice.

      At our discretion, BC may combine the account values of family members living in the same
      household to determine the applicable advisory fee. For instance, BC may combine account
      values for client, his minor children, joint accounts with his spouse, and other types of related
      accounts. Combining account values may increase the asset total, ultimately resulting in client(s)
      paying a reduced advisory fee based on the available breakpoints in the fee schedule laid out
      above. If client authorizes BC to use margin in managing the account, the market value of the
      account and the corresponding fee payable to BC will be based on Net Liquidation Value.

Upon termination of BC’s services, BC will assess a pro-rated fee for services rendered in accordance
with the fee payment and termination provisions contained in the client contract.
When structuring a separately managed account on behalf of a client, we may include Bridges Capital
Tactical Equity ETF as a holding in the separately managed account. As noted above, we receive a Sub-
Advisory Fee from the Bridges Capital Tactical Equity ETF based on the value of the Bridges Capital
Tactical Equity ETF’s assets. As sponsor of the ETF, we are also entitled to its profits, which represents
a conflict of interest. To mitigate this conflict, BC will generally exclude the value of the Bridges
Capital Tactical Equity ETF shares held in a client account when computing the separately managed
account advisory fee. Furthermore, we will only consider purchasing the Bridges Capital Tactical

Equity ETF within a client’s separately managed account if we believe doing so is consistent with client
objectives and is in the best interest of the client notwithstanding any financial benefit accruing to us
when making such an allocation.
                                    Additional Fees and Expenses
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Item 7 – Types of Clients

BC generally provides investment advisory services to various types of clients, including but not limited to
the following:

   •   Individuals and Trusts
   •   Partnerships
   •   Corporations

As a non-discretionary Sub-Adviser to the Bridges Capital Tactical Equity ETF, BC will serve the
investment adviser to the ETF. The ETF’s adviser is required to be an SEC registered investment adviser and
authorized by the board of trustees of the ETF to delegate certain portfolio management duties to us.

Currently, BC’s minimum account size to open a separately managed account is $250,000. Exceptions can
be made for household relationships that together exceed this minimum, or with another exception made by
the exclusive right of BC. Unless an exception is made, in order to remain a client of BC, a $200,000
account minimum must be maintained, calculated as the average quarterly balance or the previous quarter.

There is no investment minimum for the Bridges Capital Tactical Equity ETF.

                  Item 8 – Method of Analysis, Investment Strategies and Risk of Loss

BC’s investment philosophy serves as the basis for the investment solutions we provide our clients and is
predicated upon the following four philosophical tenets:

    •   Investment decisions should be made with a long-term perspective
    •   Valuation considerations should drive investment decisions
    •   Portfolios should be constructed to achieve diversification by risks
    •   Focus on macro events has the potential to add value

Separately Managed Account Portfolio Design

We take a broad-based view of asset allocation, with investments generally falling into one of four asset
categories: equity, fixed income, real estate investment trusts, cash and other diversifying strategies
including active management ETFs. Each category serves a specific role within a portfolio. BC’s primary
investment philosophy is to utilize cash within the portfolio as a hedge against equity and fixed income
volatility. By studying the macroeconomic environment, BC seeks to gain a general bias as to the investment
market condition to structure the client portfolio accordingly. By using a proprietary blend of volatility,
macro-conditions, trend, and breadth of the major indexes, BC manages the portfolio, asset allocation, and
cash holdings of client accounts.

Separately Managed Account Review and Monitoring

BC conducts portfolio research to assess changing market conditions and asset performance. BC conducts a
quarterly review and an annual oversight of the market conditions, performance, and client portfolios, while
monitoring both qualitative and quantitative attributes.

ETF Investment Strategy

The Bridges Capital Tactical Equity ETF is an actively managed, diversified ETF that seeks to achieve its
investment objective by investing in a blend of passively managed U.S. equity ETFs, large-capitalization
equity securities and cash or cash equivalents. The allocation and rebalancing of the ETF’s investments is
based on proprietary analysis by BC of macroeconomic events, changing market breadth, and volatility.

It is expected that the ETF will generally hold 5 to 20 holdings with approximately 75% of its assets invested
in other ETFs. Investments will be selected from a universe that includes large-capitalization U.S. equity
securities and passively managed ETFs tracking U.S. small, mid- and large-capitalization equity indexes,
including but not limited to the S&P 500 Index, the Nasdaq-100 and the Russell 2000 Index. For purposes of
the ETF’s investments, BC considers large-capitalization securities to consist of the top 10 holdings in both
the Nasdaq-100 and the S&P 500 Index. BC will deduct for overlap between the two indexes and remove
some names based on its proprietary valuation and volatility analysis. Under normal circumstances, BC
expects the ETF to invest 80% of its net assets (plus borrowings for investment purposes) in common stocks
and shares of ETFs that invest primarily in common stocks.

Risk of Loss

Investing in securities and other financial instruments involves risk of loss that clients should be prepared to
bear. Summarized below are certain important risks for clients and prospective clients to consider.

    •   Securities of ETFs and other Investment Companies: BC recommends exchange traded funds
        (ETFs) or securities of other investment companies, such as shares of closed-end investment
        companies, unit investment trusts, and open-end investment companies. These types of investments

    represent interests in professionally managed portfolios that can invest in any type of instruments.
    Investing in ETFs and other investment companies involves substantially the same risks as investing
    directly in the underlying securities, but it involves additional expenses at the investment company
    level, such as a proportionate share of portfolio management fees and operating expenses. Certain
    types of investment companies, such as closed-end investment companies and ETFs, are exposed to
    other risks: (1) ETFs or closed-end fund shares may trade above or below their net asset value; (2) an
    active trading market for ETFs or closed-end fund shares may not develop or be maintained; or (3)
    trading of ETFs or closed-end fund shares may be halted if the listing exchange’s officials deem such
    action appropriate, the shares are delisted from the exchange, or the activation of market-wide
    “circuit breakers: (which are tied to large decreases in stock prices) halts stock trading generally.

•   Derivative Securities Investing: Some of the underlying fund managers may use options, swaps,
    futures contracts, forward agreements and other derivatives contracts. Transactions in derivative
    instruments present risks arising from the use of leverage (which increases the magnitude of losses),
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