Sparkline Capital LP

ITEM 5               FEES AND COMPENSATION

A.   ADVISORY FEES

     ETF Sub-Advisory Fees

     As noted above, Sparkline is the non-discretionary Sub-Adviser to the Sparkline ETFs. The Sub-
     Advisory Fee will be payable from the unitary fee proposed within the Sparkline ETFs and borne
     by the adviser to Sparkline ETFs. As a non-discretionary Sub-Adviser, Sparkline will not receive
     any portion of commissions, transaction fees, or other brokerage costs generated by the
     Sparkline ETFs. The Sub-Advisory Fee will generally be 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.

     Private Fund Fees

     Upon the investor’s engagement of Sparkline to provide management services in its Private
     Fund, Sparkline performs such services for an annual fee based on a percentage of the
     investor’s allocable share of the assets under management within the Private Fund (the “Private
     Fund Management Fee”). The Private Fund charges an incentive fee, as further discussed below.

     1. Private Fund Management Fees

     The Private Fund pays Sparkline a fee for investment management services (the “Management
     Fee”) for each quarter equal to a percentage of the net asset value of each capital account, as
     of the beginning of such quarter. The fee is specified in the Fund’s Governing Documents. Any
     Management Fee calculation is made prior to accrual of any Incentive Fee. The Management
     Fee is calculated and paid in advance. The Fund Administrator sends account statements to
     investors at least monthly reflecting the deduction of the Management Fee, amongst other
     items.

     2. Private Fund Incentive Fees

     The Adviser is typically entitled to an Incentive Fee allocation with respect to each investor in the
     Private Fund equal to a percentage of net profits (including both realized and unrealized gains
     and losses, as specified in the Governing Documents) otherwise allocable to such investor. See
     the Fund’s Governing Documents for more details as to the timing and methodology specific to
     such fees. Note that, in general, Incentive Fee allocations may create an incentive for the Adviser

to make more risky and speculative investments in the Private Fund than it would otherwise
make.

The Incentive Fee will be determined separately with respect to each capital account established
for a Fund investor. Accordingly, it is possible that an Incentive Fee allocation may be made with
respect to a capital account even though another capital account of the same investor has not
appreciated or has depreciated in value during the same period.

3. Private Fund Expenses Borne by Investors

The Private Fund is responsible for its own costs and expenses, including trading costs and
expenses (such as brokerage commissions, expenses related to short sales and margin, and
clearing and settlement charges), bank fees, exchange data fees, ongoing legal, audit,
bookkeeping fees and expenses, and the fees and expenses charged by the Fund’s Administrator
for their accounting, bookkeeping and other services. Expense caps may apply. The Adviser bears
its own operating, general, administrative, overhead, and expenses, other than the expenses
described above.

Generally, Fund expenses will be allocated to the capital accounts on a pro rata basis; provided
that the Management Fee and any expenses which the general partner or the Adviser determines
in their sole discretion should be allocated to a particular capital account of one or more Fund
investors, will be allocated thereto. To the extent that expenses to be borne by the Fund are paid
by the general partner, the Adviser or any of their respective affiliates, the Fund will reimburse
such party for such expenses.

4. Private Fund Fee Waivers and Industry Comparisons

In the sole discretion of the Adviser, the Private Fund Management Fee and/or Incentive Fee may
be waived, reduced, or calculated differently with respect to any capital account held by a Fund
investor, including, without limitation, investors related to the Adviser.

The Adviser believes that its fees are competitive with fees charged by other investment advisers
for comparable services. Nonetheless, comparable services may be available from other sources
for lower fees.

5. Partial Period Fees and Refunds – Private Fund

A pro rata portion of the Management Fee will be paid out of any subscriptions made by new or
existing Fund investors on any date that does not fall on the first day of a calendar quarter,
based on the actual number of days remaining in such partial quarter. If an investor makes a

     withdrawal from a capital account at any time other than at the end of a quarter, a pro rata
     portion of the Management Fee in respect of such capital account (based on the actual number
     of days remaining in such partial quarter) will be returned by Sparkline to the Private Fund for
     the benefit of the withdrawing investor.

B.   OTHER FEES & EXPENSES

     There will be additional fees or charges that result from trading investments within your account.
     These fees are imposed by third parties. Any additional fees, charges or expenses resulting
     from maintenance of our trading within the account shall be the sole responsibility of the client.

     Clients will also incur certain charges imposed by third parties other than Sparkline in connection
     with investments made through the account, including but not limited to, no-load 12b-1
     distribution fees; certain deferred sales charges on previously purchased mutual funds, and
     maintenance fees and retirement plan fees.

C.   EXPENSES BORNE BY THE ADVISER

     The Adviser will bear its own expenses incurred in connection with its provision of services to the
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ITEM 7              TYPES OF CLIENTS

A.   DESCRIPTION

     As a non-discretionary Sub-Adviser to publicly traded ETFs, Sparkline will serve a single client,
     namely, the investment adviser to the Sparkline ETFs. This client is required to be an SEC
     registered investment adviser and authorized to delegate certain portfolio management duties
     to Sparkline by the board of trustees of the Sparkline ETFs.

     Investors in the Private Fund are expected to include high net worth individuals and institutional
     investors (meeting the qualifications of those exceptions and exemptions under which the
     Private Fund operates) or non-U.S. persons, within the meaning of Regulations S, wishing to invest
     in accordance with the investment objective(s) of the Private Fund. Private Fund investors are
     required to meet the requirements for “accredited investors” under the 1940 Act. The Private
     Fund may impose additional eligibility restrictions on potential investors.

B.   ACCOUNT MINIMUMS

     There is no investment minimum for the Sparkline ETFs.

     The investment minimum is $250,000 for the Private Fund. The standard minimum investment
     required to invest in a Private Fund is described in the Private Fund’s Governing Documents,
     subject to a waiver at the discretion of the Adviser.