Eaglebrook Advisors Inc

Item 5          Fees and Compensation

A.       Description of Eaglebrook’s Fee

Eaglebrook’s fee for its provision of investment platform and investment advisory services (the “Fee”) is specified
in each Client’s Investment Platform or Investment Management Agreement, as the case may be. If a Client entered
into a legacy Investment Management Agreement, the Fee is referenced as an Investment Management Fee. If the
Client entered into a Tri-Party Platform Agreement or an Investment Platform Agreement, the Fee is referred to as
a Platform Fee, each of which shall be included in the definition of the Fee

The Fee is negotiated and established by the Advisor. Fee rates for each Model or Custom Allocation Module are
negotiated and established for each Advisor and reflect the application of breakpoints based upon the total amount
of Client assets attributable to each Advisor that are invested in the Model or Custom Allocation Module.
Consequently, your fee rate may rise if other Clients of your Advisor withdraw Assets from a Model or Custom
Allocation Module in which your Assets are invested, even if you do not withdraw any of your Assets.

The Fee varies depending on the Custom Allocation Module or Model selected. The Fee for any particular
investment Custom Allocation Module or Model (and, therefore, for your account overall) will vary over time due
to fluctuations in the market value and asset level being invested.

Fee schedules may be offered as flat fee rates or tiered fee rates, meaning that once a breakpoint is met either the
new rate applies to the entire AUM or the new breakpoint applies only to the AUM above the breakpoint threshold.
Where Clients have multiple accounts, at the discretion of Eaglebrook, fees may be aggregate across accounts for
purposes of achieving breakpoints.

If the total Fee is a blended Fee, based on the account assets attributable to each Model or Custom Allocation
Module, the specific Fee percentage applied to the account will vary over time. Eaglebrook may not increase the
Fee rates without Client’s prior consent. However, the Fee rates for each Model or Custom Allocation Module are
calculated separately for each Advisor and could reflect the application of breakpoints based upon the total amount
of Client assets attributable to each Advisor that are invested in the Model or Custom Allocation Module.
Consequently, your Fee rate may rise if other clients of your Advisor withdraw Assets from a Model or Custom
Allocation Module in which your assets are invested, even if you do not withdraw any of your assets. Please be
advised that where you have given your Advisor discretion over your account, your Advisor may instruct Eaglebrook
to make changes in your accounts without prior notice to you (i.e., account rebalancing, asset allocation, selection
of Models and Model Providers (if applicable)). Changes could result in a higher or lower Fee being charged to your
account(s).

Clients should be aware that the Fees charged by Eaglebrook are variable and depend on factors such as the size of
Advisor and/or Client invested assets; modules or Models selected (more complex arrangements tend to have
higher Fees), or the size or potential future size of the relationship (larger allocations tend to have lower Fees).
Additionally, Eaglebrook may offer a tiered Fee structure based on Client AUM. In the sole discretion of Eaglebrook,
such Fees may be waived, reduced, or calculated differently with respect to certain clients, including Clients or
investors that may be affiliated with Eaglebrook or may otherwise have an economic or ownership interests in
Eaglebrook. Fees charged by Eaglebrook may be higher or lower than those charged by other registered investment
advisors or platforms in the industry.

How Fees are Billed:

In-Kind Management Fee

For clients, whose accounts are custodied with Gemini, Eaglebrook has taken, and currently takes, its Fee in-kind
in the respective asset type held in your account. For clients custodied at Anchorage, the advisory fee is paid in
USD. The practice of receiving an advisory fee in-kind differs from the standard practice in the industry whereby
investment advisors typically take their fee in cash. Because Eaglebrook receives and may retain its Fee in-kind, to
the extent that such assets increase in value in the future, Eaglebrook will be benefited by the increase in value of
the Fee paid in in-kind assets, such as the benefit actually received by Eaglebrook could be more than the Fee paid
had it been paid in cash. Conversely, to the extent such assets decrease in value, Eaglebrook will receive less than
the value of the Fee had the Fee been paid in cash. In the event that future changes to process occur that allow
Fees to be paid in cash or stablecoins in lieu of in-kind, Eaglebrook may have an incentive to cause Clients to pay
in-kind, to the extent that Eaglebrook believed that such assets would increase in value in the future, and in cases
where such increase occurs, Eaglebrook could favor those Clients that pay in-kind over those Clients who paid in
cash or stablecoins.

B.      How Fees are Calculated

The Eaglebrook Fee is calculated on a daily basis at 4pm ET and accrues each calendar day in the respective asset
quantity. The Fee is calculated as the daily asset quantity multiplied by the applicable daily fee rate as noted above.
The daily Fee values are aggregated and calculated for each monthly period and following the end of each month,
are submitted by Eaglebrook back to the custodian to debit Client’s account in-kind denominated in the respective
asset type from the assets held in the Client account. The Fee will typically be deducted by the custodian on a
monthly basis on or around the seventh day of each calendar month. This means that the custodian transfers digital
assets in the amount of the Fee owed in-kind from the Client account to Eaglebrook. Since the Fee accrues daily
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Item 7          Types of Clients

As discussed in Item 4, above, our Clients are typically Advisors and their respective Clients, which include retail
and high net worth individuals, trusts, family offices, independent broker dealers, retirement accounts, limited
partnerships, and limited liability companies. We also engage directly with individual qualified investors that are
not associated with any Investment Advisor and may allow knowledgeable employees and/or family members of
personnel access to the Investment Platform

Eaglebrook can accommodate various types of Client legal structures including individual, joint, trust, limited
liability companies, limited partnerships, non-profit and qualified accounts. Eaglebrook has partnered with AltoIRA
to offer SMAs for Individual Retirement Accounts (“IRAs”).

Account Minimums

If the Custom Allocation Module or Model selected has a stated minimum investment amount that has not been
waived by Eaglebrook, a Client must allocate at least enough cash (and/or in-kind assets) to meet the applicable
Custom Allocation Module’s or Model’s minimum investment amount for management of the Clients account to
commence. A Client may make cash additions to, or withdrawals from, Client’s account at any time; provided,
however, that Eaglebrook may, in its discretion, terminate its Agreement with the Client in the event Client’s assets
do not meet the applicable minimum investment amount of the selected Custom Allocation Module or Model.
Account minimums may vary and may be changed or waived entirely at the discretion of Eaglebrook.