Halyard Asset Management LLC

5. Fees and Compensation

        The specific manner in which Halyard charges fees is established in the relevant explanatory
memorandum, prospectus, supplement to prospectus, statement of additional information,
investment management agreement, investment advisory agreement, and other governing
documents (any such agreement and other documents collectively, "Governing Documents").
Below are the standard fee schedules for various Advisory Clients of Halyard. Certain Advisory
Clients have different fee arrangements from those stated below. It is critical that potential Advisory
Clients refer to the relevant Governing Documents for a complete understanding of how Halyard is
compensated for its advisory services. The information contained herein is a summary only and is
qualified in its entirety by such documents.

Management and Other Fees

       Managed Accounts and UCITS Funds

        Halyard receives a management fee for providing investment advisory and sub-advisory
services to Managed Accounts and the UCITS Funds based on the amount of assets under
management, which includes dividends and accrued interest. The fees are generally charged and
collected on a monthly basis in arrears based on the market value of the account on the last day of
the period. Certain clients pay fees in advance based on the last day of the prior period. Fees for
Managed Accounts are generally quoted to prospective clients in accordance with the schedules
below, though Halyard negotiates different fees with certain Advisory Clients.

 Investment Strategy                Fee Schedule
 Reserve Cash Management               • 0.35% on the first $50 million
                                       • 0.25% over $50 million to $100 million
                                       • 0.23% over $100 million
 Intermediate Fixed Income             • 0.50% on the first $50 million
                                       • 0.35% over $50 million to $100 million
                                       • 0.25% over $100 million

       Fee arrangements with the UCITS Funds are individually negotiated.

        For certain of the Managed Accounts Halyard is authorized to directly debit the management
fee from their accounts on a monthly basis. The qualified custodian associated with the account
performs the actual debit. A Managed Account Client will typically be able to terminate an
investment advisory agreement at any time upon 30 days’ prior written notice. Accounts initiated
or terminated during a calendar month will be charged a prorated fee. When fees are paid in
arrears, the Managed Account client will be billed for the pro-rata portion of fees to the termination
date. Managed Account Clients who pay fees in advance will receive refund of pro rata fees based
on the termination date. Halyard reserves the right to charge a fee different than what is quoted
above.

           ETF

       The fees for the ETF are charged by its adviser, Arrow Investment Advisors, LLC (the “ETF
Advisor”) and are set forth in the ETF’s prospectus. The ETF Advisor is responsible for paying
Halyard, not the ETF.

           Other Expenses

        Halyard’s fees described above are exclusive of brokerage commissions, transaction fees, and
other related costs and expenses that will be incurred by a Managed Account, the ETF or the UCITS
Funds. Clients will incur certain charges imposed by brokers, third party investment professionals
and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer
taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and
securities transactions. Such charges, fees and commissions are exclusive of and in addition to the
management fee charged by Halyard. For specific details of other expenses of the ETF and the UCITS
Funds please see their respective offering documents.

       Please see Item 12 “Brokerage Practices” as it further describes the factors that Halyard
considers in selecting or recommending broker-dealers for Advisory Client transactions and
determining the reasonableness of their compensation (e.g., commissions).

        As part of an Advisory Client’s investment strategy, Halyard may, from time to time, invest in
a non-affiliated mutual fund or exchange-traded fund managed by a third party investment manager
(Sub-Manager). In such an instance, the Advisory Client’s account would incur the additional fees
and expenses, if any, of such an investment including, its allocable share of the costs and expenses of
such vehicles, including their organizational, offering and operating costs and expenses and the
management fees and incentive compensation payable to such fund’s managers. Similarly, to the
extent Halyard opens a managed account with such a fund’s manager, the Advisory Client would bear
the expenses associated with the management of such accounts, including their administrative,
custodial and transaction expenses and the management fees and incentive compensation charged
by such managers.

      Neither Halyard nor any of its supervised persons accepts compensation (e.g., brokerage
commissions) for the sale of securities or other investment products.

7. Types of Clients

        Advisory Clients include, but are not limited to, high net worth individuals, pooled investment
vehicles, investment companies, pension funds and profit sharing plans, trusts, estates, charitable
organizations, corporations, business entities, endowments and foreign sovereign wealth funds.

      The minimum account size to open a Managed Account is $5 million. Halyard may waive the
minimum account requirements at its sole discretion.

      The ETF is offered to the public and shares of the ETF are listed for trading on BATS BZX
Exchange, Inc. under the symbol “ARCM”. Shares of the ETF trade at market prices rather than NAV.

Shares of the ETF may trade at a price that is greater than, at, or less than NAV.