Sovereign's Capital Management LLC

Item 5 – Fees and Compensation

Adviser Compensation

Separately Managed Accounts – Management Fees:
Sovereign’s Capital’s separate account management fees are described below and are detailed in each
SMA Client Agreement. For advisory services provided to the SMA Client, Sovereign’s Capital will
charge each SMA Client a management fee based on a percentage of assets under management.
Sovereign’s

Capital’s asset-based fees range up to 1.50% (per annum). Management fees for the SMA Client are
negotiable.

Investment management fees are billed quarterly, at the commencement of the calendar quarter
during which Sovereign’s Capital will perform advisory services. The fee is based on the value of
assets on the final day of the preceding quarter and the fee may be prorated based on intra-quarter
contributions and distributions. Accounts commencing or terminating during a quarter are billed on
a pro rata basis. Sovereign's Capital will invoice the SMA Client to make a direct payment for fees rather
than having fees deducted from their account.

Private Investment Funds – Management Fees:

The Adviser’s fees and compensation arrangement vary amongst the Private Investment Funds. The
specific terms of such arrangements are established by the Firm and are set forth in each of the
Private Investment Fund’s Governing Documents.

Fees paid by the Private Investment Funds are described to investors, in detail, in each Private
Investment Fund’s governing documents. Private Investment Fund investors bear their
proportionate share of the applicable investment management fee charged to such Private
Investment Fund.

Compensation earned by Sovereign’s Capital for providing investment advisory services to the
Private Investment Funds is generally comprised of one or more of the following:

    ●   An asset-based management fee or a fee based on the investors’ committed capital, which
        does not exceed 2.5% and is generally payable quarterly in advance.

        The assets of each Private Investment Fund with this fee structure, include capital committed
        to the particular Private Investment Fund during its investment period, and subsequent to
        the investment period, the invested capital within the particular Private Investment Fund.
        Sovereign’s Capital may, in its sole discretion, negotiate an investor’s proportional fee rate.
        The management fee is generally deducted directly from the Private Investment Fund.

    ●   Sovereign’s Capital receives transaction fees, monitoring fees, and other fees from portfolio
        companies or in connection with transactions involving portfolio companies (“Ancillary
        Fees”). Certain percentages of certain Ancillary Fees are credited, as applicable and according
        to the Private Investment Fund’s governing documents, against the management fees
        otherwise due and payable by the Private Investment Funds, and paid upon final sale and exit.
        These offsets are applied against the management fee payable in the quarterly period
        immediately following the period when the Ancillary Fees were received. If the offset amount
        generated in a quarter is larger than the management fee owed for that quarter, the excess
        offset is carried forward to reduce management fees in subsequent quarters, subject to
        limitations in the Private Investment Funds’ governing documents.

    ●   The calculation and amount of Ancillary Fees, when applicable, vary by portfolio company
        and are subject to the terms of each of the portfolio company’s agreements with Sovereign’s
        Capital. Transaction fees are typically fixed amounts, while monitoring fees can be either
        fixed amounts or variable amounts. When a variable amount, monitoring fees are often set as
        a percentage of the portfolio company’s annual profit before the deduction of interest, taxes,
        depreciation, and amortization (EBITDA). Such fees are generally no greater than 3% of
        EBITDA, but, in some instances, are greater.
Further, pursuant to the governing documents of each Private Investment Fund, the applicable general
partner, in its discretion, may elect to offer one or more of the limited partners of the private fund, or an
affiliate, the opportunity to co-invest alongside the private fund client with respect to a particular
investment. Management Fees and/or carried interest that may be received by Sovereign’s Capital or its
affiliates in connection with co-investment opportunities will be determined on a deal-by-deal basis. Co-
investments will occur as a result of certain investors’ particular interest in a sector or portfolio company,
in addition to, or outside their, investment in the Private Investment Fund. It could also be sought by the
Firm if the deal requires additional cash beyond what the Private Investment Fund can commit. In the
event that an investor redeems out of a Private Investment Fund, (where redemption is possible)
the fee will be handled according to the governing documents of that particular fund.

Sovereign’s Capital retains the discretion to negotiate alternative fees on a Client-by-Client basis.

Exchange-traded Fund – Unitary Management Fees:

Sovereign’s Capital’s management fees for the ETF are described below and are detailed in the ETF’s
prospectus and SAI. For advisory services provided to the ETF, Sovereign’s Capital will receive a
unitary management fee based on a percentage of assets under management. Sovereign’s Capital’s
asset-based fee is 0.75% (per annum). Investment management fees are calculated daily based on
the amount of the ETF’s average daily assets under management.

Out of the unitary management fee, Sovereign’s Capital has agreed to pay substantially all expenses
of the ETF, including the cost of transfer agency, custody, fund administration, securities lending and
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Item 7 – Types of Clients

Sovereign’s Capital currently provides investment advisory services to Private Investment Funds, a n
SMA Client, a related investment adviser, and an ETF.

The minimum capital commitment in a Private Investment Fund managed by Sovereign’s Capital is
generally $1,000,000, subject to reduction at the sole discretion of the General Partner of the Private
Investment Fund.

The current minimum for SMA Client investment management services is $5,000,000. Sovereign’s
Capital reserves the right to waive the minimum at any time.

There is no minimum investment to purchase shares of the ETF. Shares are listed on the New York
Stock Exchange, and individual shares may only be bought and sold in the secondary market through
brokers at market prices, rather than NAV. Because shares trade at market prices rather than NAV,
shares may trade at a price greater than NAV (premium) or less than NAV (discount).