PRP Real Assets Advisors LLC

Item 5. Fees and Compensation

A. Compensation earned by PRP for the provision of investment advisory services to
   Clients includes percentage fees (“Management Fees”) to the Firm and performance
   fees (“Performance Fees”) to the general partner of the applicable Client. During the
   Client’s investment period, Management Fees may equal 1.5% of the aggregate
   commitments to a Client. After the investment period, the Management Fee may
   equal annualized 1.5% of the aggregate amount of capital that the Client has
   invested or otherwise used towards Client expenses or as dictated by market
   conditions. The Management Fee will be paid monthly and determined by the
   commitments or invested capital, as applicable, as of the end of the preceding
   month. Each Client’s general partner or its designated affiliate may also receive an
   annual asset management fee from a subcompany that is a joint venture with a third-
   party investor. In such cases, the determination of the actual annual Management
   Fee will be negotiated on a case-by-case basis.

    Along with the Management Fees described above, each Client’s respective general
    partner may engage one or more affiliates of the general partner to provide services
    with respect to any of the investments so long as the terms of such engagement are
    no less favorable than if such party engaged was an unaffiliated third party in an
    arm’s length transaction.

    Each Client’s respective general partner or its affiliates may receive additional fees
    (for example, acquisition fees) from subcompanies that are joint ventures or co-
    investment opportunities with third-party investors, which fees will be negotiated with
    such third-party investors on a case-by-case basis.

   Performance Fees when applicable are generally equal to 20% of all distributions
   made by the Client beyond the return of invested capital or as may be dictated by
   market conditions. Compensation to PRP for investment advisory services to be
   provided to a Client are outlined in the applicable Client’s organizational documents.

    Management Fees and Performance Fees of Clients are set and determined at the
    Client level. Thus, Management Fees and Performance Fees for Clients are
    generally non-negotiable. PRP may earn additional fees, such as acquisition,
    development, or asset management fees, and all other potential revenue, such as
    break-up fees, will accrue to the benefit of PRP.

B. In addition to the Management Fees and Performance Fees outlined above, PRP is
   generally reimbursed for operating and organizational expenses associated with a
   pooled investment vehicle. Organizational expenses include all out-of-pocket
   expenses incurred in connection with the organization and formation of the general
   partner, the Client and any related investment vehicle and the offering of the
   interests therein, including, without limitation, legal and accounting fees and
   expenses; printing costs; filing fees; and the transportation, meal and lodging

PRP Real Assets Advisors, LLC                                                Part 2A of Form ADV

    expenses of PRP officers and employees relating to capital formation matters.
    Organizational expenses reimbursed by the Clients are typically capped and the
    amounts and eligible expenses are outlined in a Client’s organizational documents.

    Each Client is expected to pay, or reimburse PRP, as applicable, its proportionate
    share of operating expenses. Operating expenses include but are not limited to, all
    third-party costs and expenses of maintaining the operations of the Client including,
    without limitation, sourcing, evaluating, maintaining, structuring, negotiating,
    acquiring, financing, hedging, holding, monitoring, managing and disposing of Client
    investments (to the extent not paid for or reimbursed by such investment); costs
    incurred in connection with pursuing possible investments that are not subsequently
    acquired; taxes; fees and other governmental charges levied against the Client;
    insurance; administrative and research fees; fees for outside services; expenses of
    custodians, outside advisors, counsel (including legal counsel for the Clients),
    accountants, auditors, administrators and other consultants and professionals;
    expenses associated with forming, raising capital for and operating Real Estate
    Investment Trusts (“REITs”), alternative investment vehicles and other special
    purpose entities related to investments; software costs (including the cost of software
    used for investment-related research, organizing and storing portfolio data, financial
    modeling financial reporting and investor portals); costs and expenses arising out of
    all financings entered into by the Client (including, without limitation, those of lenders,
    investment banks, and other financing sources); reasonable travel expenses for
    Client related matters in accordance with the policy of PRP; brokerage commissions;
    litigation expenses (including the amounts of any judgements or settlements paid in
    connection therewith); liquidation expenses; expenses incurred in connection with
    any tax audit, investigation, settlement or review; travel, meals and entertainment
    expenses incurred in connection with meeting any investor in connection with the
    Client; expenses associated with the preparation and distribution of reports, financial
    statements, tax returns, U.S. Treasury forms and K-1s to investors; and
    indemnification and other unreimbursed expenses; but specifically excluding the
    investment Management Fee and organizational expenses. Notwithstanding the
    foregoing, PRP is not reimbursed for any costs and expenses relating to the general
    operation of the general partner or PRP, such as insurance, rent, salaries, furniture
...

Item 7. Types of Clients

PRP provides investment advice as investment manager to various privately offered
pooled investment vehicles. Investors in these Clients include public and private pension
funds, endowments, foundations and high net worth individuals. The minimum account
size for investors varies by Client.

PRP Real Assets Advisors, LLC                                                Part 2A of Form ADV