Nightview Capital LLC

ITEM 5 – FEES AND COMPENSATION

Private Funds

As described below and in the offering documents of the Private Fund, Nightview Capital receives a
management fee based on the amount of assets under management for the advisory services it provides to
the Private Fund. The management fee is generally calculated and charged in arrears on a monthly basis.
Management fees and performance-based fees (if any) are calculated by an independent, third party
administrator, deducted from each investor’s capital account, and verified annually by an independent
auditor.

For persons who are “accredited investors”, as defined in the Securities Act, and “qualified clients” as
defined under the Investment Advisers Act (“Advisers Act”), the management fee is 2.0% per annum of the
closing capital account balance for each Limited Partner for each quarter, and 20% performance allocation
annually subject to a high-water mark provision.

Rule 205-3 issued under the Advisers Act defines a “qualified client” as:
 i) A natural person who, or a company that has, at least $1,100,000 under the management of the
 investment adviser; or
 ii) A natural person who, or a company that the investment adviser reasonably believes has, a net worth
 (together, in the case of a natural person, with assets jointly held with a spouse) of more than $2,200,000.

Nightview Capital pro-rates the management fee to reflect any capital contributions which occur during the
quarter. Private Fund investors are encouraged to consult the offering materials of the Private Fund for more
information on the fees paid by the Private Fund.

Nightview reserves the right to negotiate its fees and apply a different management fee to different investors
in the Private Fund and to waive any management fee, in whole or in part, for particular investors. The main
factors considered in applying different management fees to different investors are the amount of assets
invested with Nightview Capital and the tenure of the relationship. Different facts and circumstances,
including but not limited to the investor’s liquidity profile and prevailing market terms, will be considered
in determining applicable fees.

Registered Investment Company, the ETF

Specific management fee and related expense information can be found in the prospectus and statement of
additional information for the ETF. The fees are based on the portion of ETF assets managed by Nightview
Capital, which are calculated by the third-party administrator of the ETF.

Additional Fees and Expenses

Nightview Capital’s fees are exclusive of brokerage commissions, custodial fees, transaction fees and other
investment related costs and expenses which shall be incurred by the Funds. These charges and fees are
typically imposed by the broker-dealer or custodian through whom transactions are executed. Please refer

to Item 12 for a description of the factors the Firm considers in selecting or recommending broker-dealers
for transactions and determining the reasonableness of their compensation.

A Private Fund is also subject to administrative, legal, audit and other professional expenses, including
certain software and other licensing costs. The Firm does not share in any portion of these commissions,
fees, and expenses. Please refer to the Private Fund offering memorandum for more information.
The ETF may invest in mutual funds and other ETFs. When the Fund invests in another investment
company, the Fund indirectly will bear its proportionate share of any fees and expenses payable directly by
the underlying fund.

In addition to Nightview Capital’s management fees, there may be custodial, mutual fund or similar third-
party management fees and charges.
Compensation for Sale of Securities

Neither Nightview Capital nor its supervised persons (as defined in the Advisers Act) receive any
compensation other than the management fee and performance fee.

ITEM 7 – TYPES OF CLIENTS

Nightview Capital serves as a discretionary investment adviser to the Private Fund and ETF.

Private Fund

Nightview Capital provides discretionary advice to the Private Fund. Specific procedures and restrictions
applicable to withdrawals from, and terminations of, a Limited Partner’s position in the Private Fund, are
described in the Private Fund’s governing documents. The Private Fund requires a minimum initial
investment of $1,000,000. Minimum redemption amounts and minimum capital account size may apply in
the event of a partial withdrawal. A Limited Partner also may be required to redeem all or part of its interest
in the Private Fund upon the provision of reasonable notice. However, Nightview Capital reserves the right,
in its sole discretion, to reduce the minimum requirements under certain circumstances. The Private Fund’s
private placement memorandum includes a complete discussion of the eligibility requirements applicable
to the Private Fund, including any applicable lock-up period.

Registered Investment Company, the ETF

Nightview Capital serves as an investment advisor to the ETF. There is no minimum investment amount
required for the ETF.