Goehring & Rozencwajg Associates LLC

Item 5: Fees and Compensation

 Goehring & Rozencwajg Associates is compensated for its advisory services as follows, depending
 upon the nature of the client account. Advisory fees are payable in arrears and deducted from the
 relevant account either monthly or quarterly.

 Institutional and High-Net Worth Separately Managed Accounts the UCITS Fund and the
 Registered Investment Scheme.

 GRA is compensated for its advisory services for Institutional and High-Net Worth separately
 managed accounts by assessing a fee at a specified annual percentage rate of the account’s assets
 under management. GRA’s standard fees are listed below. In certain circumstances, GRA may be
 compensated at a rate that is different from the fees listed below, depending upon the nature of the
 client, the client’s imposed restrictions (if any), the size of the account and other business
 considerations. In every case, the advisory agreement will stipulate whether fees will be deducted
 from the client’s assets or billed separately. In most circumstances, clients will be billed on a
 quarterly basis; however, the frequency of billing is subject to negotiation. In addition to the
 advisory fees listed below, Institutional and High Net-Worth separately managed accounts will be
 responsible for certain additional fees including: custodial fees, third party advisory fees (primarily
 in the event that the account is invested in certain ETFs or other pooled investment vehicles),
 consultant fees, brokerage fees and exchange fees. Further information regarding brokerage
 policies and procedures can be found in Section 12 of this brochure.

 Our current annual fee for advisory services is 0.90% of assets under management or advisement.

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 Advisory Fees for the Goehring & Rozencwajg Investment Funds

 The Goehring & Rozencwajg Resources Fund (the Fund) pays GRA an advisory fee at a specified
 annual percent rate of the Fund’s average daily net assets under management. Additional
 information about the fees charged to the Fund can be found in the Prospectus and Statement of
 Additional Information, available at the Fund’s website (www.gr-funds.com). Additional
 information can also be found on the Securities and Exchange Commission (“SEC”) website
 (www.sec.gov).

 Sub-adviser fees for Unaffiliated Registered Funds

 GRA plans to offer its investment services to unaffiliated registered funds in a sub-advisory
 capacity. In these arrangements, the fees payable to GRA and all payment details will be
 negotiated with the registered fund or its investment adviser.

 Private Funds

 The fees and expenses associated with an investment in the private funds for which GRA serves
 as investment adviser are described in detail in the fund’s offering documents. GRA may, in its
 discretion, manage other private funds with higher or lower fees, different fee structures, different
 expense payment arrangements and different withdrawal or redemption rights, than the existing
 fund. GRA in its sole discretion may waive, reduce or modify the advisory fee to be borne by an
 investor in a private fund for any reason, which may not be disclosed to other investors in the same
 private fund.

 Negotiation of Advisory Fees

 GRA, in its sole discretion, may negotiate alternative fees with other funds or accounts that it
 manages in the future. Different client facts and circumstances will be considered in determining
 such advisory fees, including the client’s investment strategy, assets under management, account
 composition, reporting requirements, economies of scale, if any, and any other factors GRA deems
 relevant. All such fees will be set forth in agreements with such clients.

 Other Expenses

 As described in the offering documents and/or the advisory agreement or sub-advisory agreement,
 as applicable, with each client, GRA is authorized to incur and pay in the name and on behalf of
 each client all expenses which it deems necessary or advisable. GRA generally is responsible for all
 of its own overhead expenses of an ordinarily recurring nature such as rent, utilities, supplies,
 secretarial expenses, stationery, charges for furniture, fixtures and equipment, employee benefits
 including insurance, payroll and other taxes and compensation (and related costs) of all personnel.
 Except as otherwise set forth in the offering documents and/or the advisory agreement or sub-
 advisory agreement, as applicable, clients incur brokerage costs, third-party execution costs (if any)
 and other transaction costs associated with GRA’s management of the accounts’ portfolio securities.
 Please refer to the discussion of GRA’s brokerage practices in Item 12, “Brokerage Practices”
 below.
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 In addition to the applicable advisory fee and brokerage and transaction costs, the Fund generally
 is responsible for its proportionate share of certain administrative expenses; transfer and dividend
 disbursing fees and costs; taxes; accounting services; custodian expenses; federal and state
 securities registration fees; proxy costs; and the costs of preparing prospectuses and reports sent to
 shareholders, as will be described in its prospectus, as supplemented from time to time. In addition,
 the Fund pays other types of fees and expenses, including, but not limited to, distribution fees, fees
 of the Fund’s independent trustees, and insurance expenses. Information regarding these fees and
 expenses is included in the Prospectus and Statement of Additional Information for the Fund.

 Private fund expenses, including expenses associated with any private investments, may include but
 are not limited to: (a) fees related to accounting, trading, portfolio management and risk
 management systems, (b) research subscriptions and expenses, (c) legal and consulting fees related
...

Item 7: Types of Clients

 Institutional Separately Managed Accounts

 GRA provides investment advice to institutions such as pension funds, endowment funds, public
 funds, corporate treasuries, mutual funds, foundations and trust companies. Institutional accounts
 typically require a minimum investment in excess of $5,000,000 in assets under management,
 although this minimum may be lowered under certain circumstances including the client type and
 other business considerations.

 High Net Worth Separately Managed Accounts

 GRA provides investment advice to High Net Worth individuals through dedicated separately
 managed accounts. GRA typically will require the minimum investment of High Net Worth
 Separately Managed Accounts to exceed $5,000,000 in assets under management, however GRA
 may accept smaller accounts in its sole discretion.

 Goehring & Rozencwajg Investment Funds

 GRA provides investment advice to the Fund. Additional information about the Fund can be found
 in the Fund’s Prospectus and Statement of Additional Information, available at the Fund’s website
 (www.gr-funds.com). Additional information is also available on the SEC website
 (www.sec.gov).

 UCITS Fund (Ireland)

 GRA provides investment sub-advisory services to a UCITS fund, which is available to qualified,
 non-U.S. investors.

 Registered Investment Scheme (Australia)

 GRA provides investment sub-advisory services to a Registered Investment Scheme, which is
 available to qualified, non-U.S. investors.

 Sub-adviser to Unaffiliated Registered Funds

 GRA intends to provide investment services to unaffiliated registered funds. In such
 circumstances, GRA would serve as a “sub-adviser” to these clients, providing investment
 advisory services relating to the registered fund’s global natural resources investments on a
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 discretionary basis (subject to any client restrictions negotiated as part of the sub-advisory
 agreement).

Private Funds

GRA provides investment advice to an affiliated private fund. Private fund investors generally must
be (1) “accredited investors” under Regulation D under the Securities Act of 1933, as amended (the
Securities Act), or (2) not “U.S. Persons” as defined under Regulation S of the Securities Act. The
private fund is exempt from registration under the 1940 Act pursuant to Section 3(c)(1).

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