Capital Impact Advisors LLC

Item 5: Fees and Compensation

Investment Management Services Fee: As compensation for its services, Capital Impact
charges a percentage of the market value of the assets it manages. For separately managed
accounts, the fees are based on an annual percentage rate applied to the market value of the

portfolio on a quarterly basis, and in some cases, monthly. For mutual funds and ETFs, the
fees are based on an annual percentage rate applied to the market value of the portfolio on
a monthly basis. Separately managed account clients may choose to be invoiced, or Capital
Impact can direct debit from the client’s custodial account, either quarterly or monthly, in
advance, or arrears.

In most cases, the fees are calculated based upon the market value of the portfolio at the
end of each quarter/month, although some accounts are billed based upon the market value
of the portfolio at the beginning of the quarter. The timing of calculations is determined in
the services agreement before services begin. One-fourth in the case of quarterly billing or,
in the case of the monthly-billed clients, one-twelfth of the annual fee is then billed to the
client for services performed during that quarter or month. For clients billed at the
beginning of each quarter, and in the event that a client terminates their investment advisory
contract prior to the end of the quarter, the fee will be recalculated from the beginning of
the quarter to the termination date; any difference between what was paid and the new fee
will be returned to the client. For clients billed at the end of each quarter, and in the event
that a client terminates their investment advisory contract prior to the end of the quarter,
the fee will be pro-rated for the partial period that the account was under management. The
management agreement runs for an initial period of one year and quarterly thereafter. The
agreement generally may be terminated by either party without penalty upon 30 days'
written notice.

ERShares Private-Public Crossover ETF fee schedule: In return for managing Fund
assets, Capital Impact receives a management fee of 0.75% of the value of Fund assets per
year. The management fee is structured as a “unified fee,” out of which the Fund’s adviser
pays all of the ordinary operating expenses of the Fund, except for payments under any
12b-1 plan; taxes and other costs of borrowing; litigation or arbitration expenses; acquired
fund fees and expenses; and extraordinary or other non-routine expenses of the Fund; each
of which is paid by the Fund.

Separately Managed Account fee schedule: Separately Managed Accounts (SMAs) fees
are charged as a percentage of assets under management and will be agreed upon with the
client in the Investment Management Agreement which will be executed prior to Capital
Impact providing investment management services to the client.

Other Fees: Separately managed account fees paid to Capital Impact are for Investment
Management Services only. The fees do not include, for example, fees charged by third
parties such as third-party managers or accountants and attorneys assisting with providing
the client with accounting and legal advice. Commissions on transactions and other account
fees will also be charged by brokerage firms in accordance with the account’s brokerage
or custodial firm’s normal commission schedule. See Item 12, Brokerage Practices, for
additional information.

Prospective clients should be aware that in addition to Capital Impact's advisory fees, each
exchange-traded fund or mutual fund in which a client's assets are invested also pays its

own advisory fees and other internal expenses, which already have been deducted from the
fund's reported performance.

Item 7: Types of Clients

Description
Capital Impact Advisors LLC currently offers its services to investment companies. In
addition, the firm offers its advisory services to a wide variety of potential clients including,
but not limited to investment companies, financial institutions, pension, and profit-sharing
plans, corporations and individuals.

Clients at Capital Impact Advisors currently include investment companies only. If Capital
Impact Advisors were to provide asset management services to other types of clients, a
minimum account size will be considered.