Brooknoll Advisors LLC

Fees and Compensation

                                                                                                Form ADV Part 2A, Item 5

A. Advisory Fees

Brooknoll only works with clients that are qualified purchasers as defined in section 2(a)(51)(A) of the
Investment Company Act of 1940. Brooknoll’s fees for its advisory services are determined on a per-client
basis depending upon the scope of Brooknoll’s services. Advisory relationships may be structured as ongoing
advisory contracts, or could be discrete projects with a finite time span. Generally, fees are charged either as a
flat fee based on Brooknoll’s anticipated time commitment to a project or on an hourly basis.

B. Payment of Fees

Brooknoll bills clients for flat fees on a quarterly basis in advance. For services billed at an hourly rate,
Brooknoll generally invoices clients on a bi-weekly basis in arrears.

C. Additional Fees and Expenses

Clients may incur fees or expenses directly from any third-party asset manager recommended by Brooknoll, or
any custodian or brokerage firm, including commissions payable to a broker each time a security is purchased
or sold. If the client’s account is placed with a custodian, the client may incur a separate custodial charge,
typically quarterly, from the custodian. In performing its advisory services, Brooknoll may incur travel and other
expenses directly related to its work on behalf of its clients. Subject to agreement with its clients, Brooknoll
may seek reimbursement for those expenses, which is in addition to the fee it is otherwise paid for its services.

D. Payment of Fees in Advance

Brooknoll bills its clients quarterly, with fees paid in advance. In the event that an advisory relationship is
terminated before the end of the applicable billing period, clients are entitled to a refund of fees pro-rated for the
period of time remaining in the billing period, unless otherwise stipulated in the investment advisory agreement.

E. Compensation for Sale of Securities or Other Investment Products

The information required by this item is not applicable to Brooknoll.

                  Performance-Based Fees and Side-By-Side Management

                                                                                        Form ADV Part 2A, Item 6

Neither the Firm nor any supervised person accepts performance-based fees, i.e. fees based on a share of
capital gains on or capital appreciation of the assets of a client.

Types of Clients

                                                                                              Form ADV Part 2A, Item 7

The Firm offers its services to institutional and ultra-high net worth investors, as well as private funds organized
on behalf of those investors. All of the Firm’s clients, including any private funds and their underlying investors,
are qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of 1940. The
minimum account size for a fee-based portfolio management relationship is generally $100 million. The Firm
may waive such minimum in its sole discretion. There is no minimum requirement in connection with the Firm’s
flat fee or hourly consulting services.

                 Methods of Analysis, Investment Strategies and Risk of Loss

                                                                                                Form ADV Part 2A, Item 8

A. Methods of Analysis and Investment Strategy

Under the Modern Portfolio Theory investment framework, real assets are an important component of a broader
investment portfolio that includes public and private equity investments, fixed income investments, as well as
investments in absolute return and other strategies uncorrelated with the public equity market. When properly
implemented, real assets investments can provide important portfolio benefits including diversification, which
can lower the overall risk of a client’s investment portfolio, as well as the possibility of hedging inflation, helping
to protect the real purchasing power of a long-term portfolio. Brooknoll intends to assist clients in identifying the
real assets investments that can best achieve these portfolio-level objectives, while also seeking to achieve
long-term risk-adjusted returns in line with their objectives.

Brooknoll uses its extensive experience in real assets investments and network of contacts throughout the
industry to identify the investment managers which it believes can assist its clients to meet their investment
objectives. Managers are evaluated on the basis of their experience investing in their asset classes and target
markets, with emphasis placed on the quality of the investment principals, their economic alignment with their
investors, and their focus on achieving long-term risk-adjusted returns consistent with their stated investment
objectives.

Before recommending investments to its clients, Brooknoll conducts in-depth due diligence on managers,
including but not limited to the manager’s proposed investment strategy, the prior investment experience of the
key investment principals, the investment track record compiled by the principals at their current or prior firms,
the manager’s approach to evaluating return potential and inherent risk in its proposed investment strategy, the
economic ownership of the manager, and the legal and economic structure of the manager’s proposed
investment vehicle.

The ultimate decision to select a manager, approve an investment, and implement the investment, e.g. sign a
subscription agreement, are at the discretion of Brooknoll’s clients.

B. Risk Factors

GENERAL RISKS
Investment in securities involves significant risks. There can be no assurance that Brooknoll will achieve its
investment objectives. Any investment recommended by Brooknoll is suitable only for investors of substantial
financial means who have no immediate liquidity need for the amount invested and who can afford a risk of
complete loss of such investment. Each prospective investor should consult with his, her or its personal legal,
tax and financial advisers and carefully consider and evaluate the risks before executing any documents with
respect to any investment. Risks associated with investment include, but are not limited to, the following, and
should be carefully evaluated before making an investment.

Investment and Trading Risks: Investment in real assets and/or securities involves a high degree of risk,
including the risk that the entire amount invested may be lost. No guarantee or representation is made that
Brooknoll’s investment program will be successful. Brooknoll will in most cases be investing a substantial part
of its clients’ assets in real asset vehicles, some of which may be particularly sensitive to economic, market,
industry and other variable conditions. No assurance can be given as to when or whether adverse events
might occur that could cause immediate and significant losses to a client’s account.

Sovereign / Political Risks: Real asset investments are generally immovable and consequently susceptible
to changes in the political system in the markets in which the assets are located, including the risk of full
expropriation by the sovereign power. Expropriation can be both explicit, e.g. seizure of land or assets, and
implicit, e.g. via punitive taxation or limitations on trading. While Brooknoll endeavors to evaluate the local
market risk at the time an investment is recommended, given the long-dated nature of many real asset

investments, there can be no guarantee that the political system will remain favorable for investment over the
contemplated investment horizon.

Economic and Market Risk: General fluctuations in the market prices of securities and economic conditions
generally, particularly of the type experienced in March 2020 or September 2008, may affect Brooknoll’s ability
to make investment recommendations as well as the value of the investments recommended by Brooknoll and
held by its clients. Instability in the securities markets and economic conditions generally may also increase the
risks inherent in the investments recommended by Brooknoll. There can be no assurance that the market will,
in the future, become more liquid than it is at present and it may well continue to be volatile for the foreseeable
future. The duration and ultimate effect of current market conditions and whether such conditions may worsen
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