WBI Investments LLC

Item 5 – Fees and Compensation
WBI Investment Management Fees
The amount, calculation, and method of deducting WBI’s management fees varies depending on the
method the client uses to access WBI’s investment management services. Brokerage commissions and/or
transaction ticket fees or other fees charged by the custodian are separate from WBI’s management fees
and will be billed directly to the client. WBI does not receive any portion of commissions or fees charged
by the account custodian. In addition, clients may incur certain charges imposed by third parties other
than WBI in connection with investments made through the account, including but not limited to, mutual
fund sales loads, 12b-1 fees and redemption fees, variable annuity fees and surrender charges, and IRA
and qualified retirement plan fees. Management fees charged by WBI are separate and distinct from the
fees and expenses charged by investment company securities that may be recommended to clients. A
description of these fees and expenses are available in each investment company security’s prospectus.

In the event WBI’s management of an account is terminated, a pro-rated refund for any unexpired portion
of a period for which the account has been billed is refunded to the client’s account. The following sets
forth a basic description of certain advisory fee arrangements. However, fees and other compensation are
negotiated in certain circumstances, and arrangements with any particular client may vary.

WBI Separately Managed Accounts (SMA)
WBI’s annual fee for investment management services in a SMA is described in the compensation section
and the fee table included in each client’s IMA. WBI management fees are negotiable. The total annual
management fee includes the fee paid to WBI, plus an asset-based service fee determined by and paid to

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the Introducing Advisor to compensate it for introducing clients to WBI, for performing ongoing
administrative services and for providing continuing contact and service to the client. Certain clients that
engage WBI’s services as a result of referrals from an Introducing Advisor may pay more or less to obtain
WBI’s investment management services than other clients, or clients referred by other Introducing
Advisors. In such situations, where the client pays more, the engagement results in an additional charge
to the client in excess of what the client would have paid if the client were to engage the services of WBI
independent of the Introducing Advisor's introduction. However, WBI does not receive additional
compensation as a result of the introduction. Any such additional compensation is paid to the Introducing
Advisor or an Introducing Advisor representative in the role as an unaffiliated investment adviser or
investment adviser representative. Such arrangements, and their terms and conditions, are exclusively
determined between the client and the Introducing Advisor or the Introducing Advisor representative.
WBI is not a party to such arrangements.

The total annual management fee rate charged varies (generally between 1.0% and 2.25%) depending
upon the market value of assets under management, the SMA program type and the specific type of
investment management services to be rendered. Fees are typically deducted directly from the account
on a monthly or quarterly basis. The total management fee will include the portion paid to the Introducing
Advisor as described above. While the specific allocation of fees as between WBI and Introducing
Advisors varies, generally WBI will retain no more than 1.0% of the management fee charged to the
client. A broker-dealer or investment adviser may also receive a small percentage (generally 0.10% to
0.25%) paid out of WBI’s portion of the management fee for accounts referred by the broker-dealer or
investment adviser’s representatives that serve as unaffiliated Introducing Advisors to WBI.

To avoid receiving two layers of management fees in those situations where clients invest in the Affiliated
ETFs through the Tax-Smart SMA Program or any other strategy offered by WBI that includes the
Affiliated ETFs, WBI will either: (i) waive the WBI management fee charged at the account level; or (ii)
credit the portion of the management fees paid by the Affiliated ETFs to WBI and its affiliates with
respect to an account’s investments in Affiliated ETFs against the account-level management fee earned
by WBI.

The annual fee for investment management services will be charged as a percentage of the market value
of the assets, or depending on the program, a subset of the assets under management. This annual fee is
generally paid in advance (except as separately negotiated or as otherwise noted herein), based upon the
market value of the assets at 4:00 PM EST on the last business day of the previous calendar month or
quarter (the “Billing Date”). The fee will be applied, on a pro-rata basis, to any net contributions to the
account during a month or quarter, at the breakpoints in effect as of the next Billing Date. WBI retains
pre-paid management fees on net withdrawals during a month or quarter.

Provided that none of an Account’s assets are, or will be, assets of an employee benefit plan that is subject
to the Employee Retirement Income Security Act of 1974, as amended, and the client has selected an
investment strategy implemented through use of the Affiliated ETFs, WBI may accept Affiliated ETF
Management Fees as disclosed on the client’s fee schedule received by WBI from the Affiliated ETFs,
in lieu of an Annual WBI SMA Account Fee. This alternative SMA Account Fee arrangement does not
reduce the Asset Based Service Fee paid to the Introducing Advisor and disbursed by WBI from the
Client’s Account to the Introducing Advisor. The Asset Based Service Fee will be prorated and paid

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monthly or quarterly, in advance, based upon the market value of the Assets as of 4:00 PM EST on the
...

Item 7 – Types of Clients
WBI provides investment management services to individuals, high net worth individuals, corporate
pension and profit-sharing plans, charitable institutions, foundations, endowments, municipalities,
mutual funds, exchange traded funds, trust programs, and other U.S institutions.

Account Minimums

WBI Separately Managed Accounts
WBI generally imposes an account minimum of $100,000 for SMAs. WBI, in its sole discretion, may
charge a lesser management fee and/or reduce or waive the client account minimum based upon certain
criteria (i.e., anticipated future earning capacity, anticipated future additional assets, aggregate dollar
amount of client assets to be managed, related accounts, type of services required, account composition,
negotiations with client). In addition, certain Independent Manager(s) may impose varying account
minimums in order to commence an advisory engagement.

Affiliated Exchange Traded Funds
There is no initial or subsequent minimum dollar amount an investor must invest and no minimum
number of shares an investor must purchase in order to hold shares of the Affiliated ETFs. However,
although shares representing interests in the Affiliated ETFs may be bought or sold on a stock exchange,
such shares cannot be purchased or redeemed directly from the Affiliated ETFs except in large baskets,
called creation units, of one or more large blocks of shares by institutions that sign an agreement to
become authorized participants or participating dealers.

Sponsored Investment Management Platforms
Account minimums may vary among Platforms, depending on the requirements of the Sponsor. WBI
generally requires program accounts meet a $100,000 minimum initial investment amount, but alternative
minimum account sizes may be accepted at the request of the Sponsor.