Vident Advisory LLC

ITEM 5 – FEES AND COMPENSATION
Vident charges an asset-based fee for its investment advisory and sub-advisory services. Certain
Funds may be subject to an annual minimum fee, while the SMAs are subject to minimum
quarterly fees as discussed below. The asset-based fees, annual minimum fees, and quarterly
minimum fees are negotiable on a case-by-case basis.

Funds

Vident generally enters into a sub-advisory agreement directly with an ETF’s or a Mutual Fund’s
primary adviser and a UCITS’s management company (or sometimes the fund’s Investment
Manager) for its services. Vident has entered into an investment advisory agreement with the ESS
board of trustees for the management of the Vident advised ETFs and a third-party trust company
for the management of the CITs. Such agreements contain Vident’s fees, which are negotiated
on a case-by-case basis. Such fees are generally disclosed in a Fund’s offering documents,
though certain documents may only contain a general discussion of Vident’s sub-advisory
services. The Funds do not charge incentive fees.

Separately Managed Accounts

In some instances, Vident has a direct advisory relationship with an institutional client, rather than
a sub-advisory one. In that scenario, Vident enters into an agreement directly with the client for
its services. Such agreements contain Vident’s advisory fees, which are negotiated on a case-by-
case basis with the institutional client.

Vident enters into a sub-advisory agreement directly with the TPMs for its services. Such
agreements contain Vident’s sub-advisory fees, which are negotiated on a case-by-case basis
with the TPMs. Sub-advisory fees are not negotiated with individual SMA account owners. SMAs
will also enter into a separate investment management agreement with the TPMs and incur
separate fees directly with such manager.

       Fixed Income Portfolios

The sub-advisory fees for FISMAs range as follows:

   •   Corporate Laddered Bond, Municipal Laddered Bond, Core Taxable and Tax-Efficient
       Fixed Income: 20-28 basis points (“bps”) on the first $5 million of assets, 15-23 bps on
       the assets between $5 million and $10 million, and 10-20 bps on the assets above $10
       million. Subject to a minimum fee of $100 per quarter.

   •   Taxable Laddered Bond, CD/Treasury Laddered Bond, and Cash Allocation Strategy: 10-
       20 bps on all assets. Subject to a minimum fee of $100 per quarter.

   •   Custom Laddered Bond: 20-30 bps on the first $5 million of assets, 15-25 bps on the
       assets between $5 million and $10 million, and 10-25 bps on the assets above $10 million.
       Subject to a minimum fee of $1,000 per quarter.

Such fees are negotiable on a case-by-case basis. Certain LBP accounts have been grandfathered
into a prior fee schedule and as a result may be paying more or less in fees given the introduction
of quarterly minimums and fee tiers depending on the SMA’s value of assets under management.
Vident’s fees are primarily payable quarterly in advance based on the value of the assets under
management at the end of the preceding quarter. While, in certain circumstances, Vident may use
alternative billing methodologies in accordance with SMA requirements, including, but not limited
to, billing in arrears based average daily balance. For periods of less than three months, Vident’s
fees will apply on a pro rata basis, which means that the advisory or sub-advisory fee is payable
in proportion to the number of days in the quarter for which the SMA is advised or sub-advised by
Vident. Should an SMA account that pays fees in advance terminate intra-quarter, Vident will
refund any fees received but not earned for the remaining period in the quarter following account
termination. A SMA account owner should work with its TPM should it wish to terminate Vident’s
sub-advising of its account.

A TPM or direct institutional SMA may terminate the sub-advisory agreement upon 61-days’
written notice to Vident.

Vident will deduct our fees directly from the SMA account through the qualified custodian holding
the account’s funds and securities as contemplated in the sub-advisory agreement with the TPMs
or advisory agreements with the institutional clients. Further, the qualified custodian is obligated
to deliver an account statement to the SMA at least quarterly. These account statements will
show all disbursements from the SMA account. The SMA account owner should review all
statements for accuracy.

       Equity Portfolios

The sub-advisory fees for ESMA range as follows:

   •   Standard: 20-30 bps on the first $20 million of assets, 15-25 bps on the assets between
       $20 million and $40 million, and 10-20 bps on the assets above $40 million. Subject to a
       minimum fee ranging from $187.50 to $250 per quarter depending on the agreement with
       the TPM.

   •   Custom: 30-40 bps on the first $20 million of assets, 25-35 bps on the assets between
       $20 million and $40 million, and 20-30 bps on the assets above $40 million. Subject to a
       minimum fee of $375 per quarter. The Custom fee schedule will be assessed if the SMA’s
       TPM directs the account into a non-standard target strategy and/or the account owner
       elects to utilize an alternative third party screening provider or provides a customized list
       of issuers above a reasonable number determined by Vident.

   •   Sovereign’s Flourish: 60-70 bps on the first $20 million of assets, 55-60 bps on the assets
       between $20 million and $40 million, and 50 bps on the assets above $40 million. Subject
       to a minimum fee of $375 per quarter. Vident will retain 10-20 bps, respectively of the fees
       collected based on the three fee tiers described herein. Therefore, Sovereign's will be paid
       50 bps, 45 bps, and 40, respectively.

   •   Eventide Investment Management SMA Models: 38 bps on all assets in the Dividend
...

ITEM 7 – TYPES OF CLIENTS
Vident currently provides investment advisory services to the Vident advised ETFs, CITs, and
certain institutional SMAs, and sub-advisory services to third-party ETFs, Mutual Funds, UCITS,
and SMAs. SMA account owners include individuals, high net worth individuals, charitable
organizations, and corporations or other businesses.

Vident requires a Core FI account to have a minimum of $300,000 in investable assets, an LBP
account to have a minimum of $200,000 in investable assets, a Cash Allocation account to have
a minimum of $100,000, and an ESMA account to have a minimum of $75,000 in investable
assets. The minimum investable assets is negotiable. Vident may approve an account to fund
with a lower amount of investable assets depending on the strategy to be implemented or where
the SMA agrees to meet the stated minimum of investable assets within a mutually agreed upon
timeframe.