Spear Advisors LLC

Item 5 – Fees and Compensation

In addition to the information provided in Item 4 – Advisory Business, this section provides additional
details regarding my firm’s services along with descriptions of each service’s fees and compensation
arrangements. It should be noted that lower fees for comparable service may be available from other
sources. The exact fees and other terms will be outlined in the agreement between you and Spear
Advisors .

Investment Company Management Services

Spear Advisors is paid an annual fee of 0.75% based on the amount of assets held in the Fund. The
annual fee is divided and paid monthly in arrears based on the average daily balance of the Fund. Spear
Advisors believes that its fees are competitive with those fees charged by other investment advisers for
comparable services; however, fees of Spear Advisors may be higher or lower than fees charged by
other investment advisors.

Spear Advisors LLC                                  Page 8                       Form ADV Part 2A Firm Brochure

Client may pay a double management fee to Spear Advisors, comprised of a direct fee for the provision of
asset management services and secondly, an indirect fee compensation Spear Advisors for its
investment company management services. In addition, shareholders will pay other annual fund
operating expenses such as distribution and service (12b-1) fees, shareholder servicing plan fees,
acquired fund fees and expenses, and certain other fees (“Net Annual Fund Operating Expenses”).

I have selected our Foreside Funds Distributors, LLC (Foreside) to serve as broker/dealer and distributor of
the Fund responsible for executing all securities transactions. As broker/dealer, Foreside, will receive
typical and normal brokerage compensation. I do not lower or offset my management fee by the amount
of compensation received by Foreside. Payment to Foreside will come from the Net Annual Fund
Operating Expenses.

Asset Management Services

Fees charged for my asset management services are charged based on a percentage of assets under
management, billed in arrears (at the end of the billing period) on a monthly or quarterly calendar basis
and calculated daily based on the fair market value of your account as of the last business day of the
current billing period. Fees are prorated (based on the number of days service is provided during the
initial billing period) for your account opened at any time other than the beginning of the billing period. If
asset management services are commenced in the middle of the billing period, then the prorated fee for
that billing period will be billed in arrears at the end of that billing period.

The asset management services continue in effect until terminated by either party (i.e., Spear Advisors or
you) by providing written notice of termination to the other party. When fees are billed in arrears, Spear
Advisors will prorate the final fee payment based on the number of days services are provided during the
final period. The amount of client assets on the termination date will be used to determine the final fee
payment.

Fees charged for my asset management services are negotiable based on the type of client, the
complexity of the client's situation, the composition of the client's account (i.e., equities versus mutual
funds), the relationship of the client with the representative, and the total amount of assets under
management for the client.

Individual ETF Investors will be charged an annual fee of .25% for establishing and monitoring managed
accounts holding the Spear Fund. The monitoring fee is separate and distinct from the management fee
charged and paid to Spear Advisors in their capacity of fund manager.

The annual fee for separate account asset management services to individual clients will range up to a
maximum of 2.00%.

The actual management fee you will pay will be specified in your client agreement.

Spear Advisors believes that its annual fee is reasonable in relation to: (1) services provided and (2) the
fees charged by other investment advisers offering similar services/programs. However, my annual
investment advisory fee may be higher than that charged by other investment advisers offering similar
services/programs. In addition to my compensation, you may also incur charges imposed at the mutual
fund level (e.g., advisory fees and other fund expenses).

Spear Advisors LLC                                   Page 9                        Form ADV Part 2A Firm Brochure

The investment advisory fees will be deducted from your account and paid directly to my firm by the
qualified custodian(s) of your account. You will authorize the qualified custodian(s) of your account to
deduct fees from your account and pay such fees directly to my firm.

You should review your account statements received from the qualified custodian(s) and verify that
appropriate investment advisory fees are being deducted. The qualified custodian(s) will not verify the
accuracy of the investment advisory fees deducted.

Brokerage expenses and/or transaction fees charged by the qualified custodian are billed directly to you
by the qualified custodian. Spear Advisors does not receive any portion of such commissions or fees
from you or the qualified custodian. In addition, you will incur certain charges imposed by third parties
other than Spear Advisors in connection with investments made through your account including, but not
limited to, mutual fund sales loads, 12(b)-1 fees and surrender charges, variable annuity fees and
surrender charges, IRA and qualified retirement plan fees, and charges imposed by the qualified
custodian(s) of your account. Management fees charged by Spear Advisors are separate and distinct
from the fees and expenses charged by investment company securities that may be recommended to
you. A description of these fees and expenses are available in each investment company security’s
prospectus.

Item 7 – Types of Clients

Spear Advisors generally provides investment advice to the following types of clients:

    •    High net worth individuals
    •    Investment companies
    •    Trusts, Estates and Corporations

You are required to execute a written agreement with Spear Advisors specifying the particular advisory
services in order to establish a client arrangement with Spear Advisors .

Spear Advisors LLC                                  Page 11                        Form ADV Part 2A Firm Brochure

Minimum Investment Amounts Required

There are no minimum investment amounts or conditions required for establishing an account managed
by Spear Advisors . However, all clients are required to execute an agreement for services in order to
establish a client arrangement with Spear Advisors and/or the third-party money manager or the sponsor
of third-party money manager platforms.