City Different Holdings LP

Item 5: Fees and Compensation

Asset-Based Fee Schedule - Direct Clients
City Different offers continuous investment management services for a fee, calculated as a
percentage of assets under management. Our annual fee schedule is shown below.

Equity Strategies: 0.5% - 2.00% (fees vary by strategy)

Fixed-Income Strategies:
    ♦ Up to $50 million: 0.25%
    ♦ $50 million - $100 million: 0.20%
    ♦ Over $100 million: negotiable

These annual rates are applied to the market value of all assets under management, including cash
balances that are available for investment. Fees are in some cases negotiated with a client at our
discretion. Fees may be discounted or waived for employees and related or family member accounts.
Lower fees for comparable services may be available from other sources.

Performance Fees
In addition to the payment of ongoing management fees, City Different offers equity strategies that
charge a performance fee based upon the separate account portfolio's return on invested capital if
certain minimum rates of return thresholds are achieved. Investors in the Private Funds generally
will also be subject to performance-based compensation paid to City Different. Only qualified
clients are eligible to invest in these equity strategies and the Private Funds, as detailed in Item 6
of this Brochure.

Fee Negotiation
Our fees are based on the net asset value of each separate account or asset pool, which is subject
to change and may be negotiated. City Different may, in its sole discretion, charge lower
management fees or waive account minimums based on certain criteria, including vehicle type,
investment strategy, client type, client domicile, services provided, the client's historical
relationship with City Different or its partners, account size, current and anticipated future assets
under management, marketplace considerations, client's operational or investment limitations or
restrictions, level of client servicing required, and other factors City Different deems relevant. To
the extent fees are negotiable, certain clients will pay less than other clients for the same or similar
investment management services.

Fee Billing - Direct Clients
Our annual portfolio management fee is generally billed and payable, quarterly in arrears, based
on the balance at the end of the billing period. If the investment management agreement is executed
at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis,
which means that the investment management fee is payable in proportion to the number of days
in the quarter for which you are a client. Clients may pay City Different's fees by direct invoice
billing or by direct deduction. In the event of direct billing, clients may pay by check or wire. At
our discretion, we may combine the account values of family members living in the same household
to determine the applicable investment management fee. For example, we may combine account
values for you and your minor children, joint accounts with your spouse, and other types of related
accounts.

Under direct fee debit arrangements, we will deduct our fee directly from your account through
the qualified custodian holding your funds and securities. We will deduct our investment
management fee only when the following requirements are met:
    ♦ You provide us with written authorization permitting the fees to be paid directly from your
      account held by the qualified custodian.
    ♦ The qualified custodian agrees to send you a statement, at least quarterly, indicating all
      amounts disbursed from your account including the amount of the investment management
      fee paid directly to us.

Fee Schedule and Billing - Sub-advisory, Wrap, and UMA Arrangements
When City Different provides services under sub-advisory, wrap, or UMA arrangements, we
receive a fee from the adviser/family office/institutional investor or program sponsor based on total
client account assets. Under these arrangements, client fees are not set by City Different and,

therefore, they vary from one program to another. The adviser/family office/institutional investor
or program sponsor will dictate fee billing terms.

As noted above, City Different is the discretionary Sub-Adviser to an ETF. The Sub-Advisory Fee
is payable from the unitary fee proposed within the ETF and borne by the ETF's adviser. As a
discretionary Sub-Adviser, the Firm will not receive any portion of commissions, transaction fees,
or other brokerage costs generated by the ETF. The Sub-Advisory Fee is calculated daily and levied
on a monthly basis, in arrears, based upon the average net asset value of ETF assets per month. The
Sub-Advisory Fee is specified in the prospectus.

When City Different retains a sub-adviser on behalf of clients, we dictate fee billing terms that are
in line with the terms described above for direct clients. In accordance with the terms of the sub-
advisory agreement, City Different will split the client fee with the sub-adviser.

Additional Fees and Expenses
As part of our investment management services to you, we may invest, or recommend that you
invest, in mutual funds and exchange traded funds. The fees that you pay to our Firm for investment
management services are separate and distinct from the fees and expenses charged by mutual funds
or exchange traded funds to their shareholders (as described in each fund's prospectus). These fees
will generally include a management fee and other fund expenses. We do not share in any portion
of these fees or expenses.

You may also incur transaction charges and/or brokerage fees when purchasing or selling
securities. These charges and fees are typically imposed by the broker-dealer or custodian through
whom your account transactions are executed. We do not share in any portion of the brokerage
fees, transaction charges imposed by the broker-dealer or custodian. To fully understand the total
...

Item 7: Types of Clients

As noted in Item 4 above, City Different provides discretionary investment management services
to a range of high net worth and institutional investors, as well as an ETF. Clients may include
individuals, banks or thrift institutions, investment advisers, other investment entities, university
endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts,
estates, charitable organizations or other corporations or business entities and may include, directly
or indirectly, principals or other employees of the Firm and members of their families.

For direct clients, City Different generally requires $100,000 to establish an equity account and
$500,000 to establish a fixed-income account. We may waive or reduce minimum investment
requirements at our discretion, including based upon certain criteria as described in Item 5 above,

and we reserve the right to decline any account or client in our sole discretion. Private Fund
minimums are specified in respective offering documents. There is no investment minimum for the
ETF.

City Different is deemed to be a fiduciary to clients that are employee benefit plans pursuant to
ERISA, and regulations under the Internal Revenue Code of 1986, respectively. As such, our Firm
is subject to specific duties and obligations under ERISA and the Internal Revenue Code that
include, among other things, restrictions concerning certain forms of compensation. To avoid
engaging in prohibited transactions, City Different is permitted to only charge fees for investment
advice about products for which our Firm and/or our related persons do not receive commissions.
ERISA Rule 408(b)(2) requires full disclosure of our services and compensation and should be
read in conjunction with this Form ADV Part 2A and the investment management agreement,
where applicable.