CIO Capital Group LLC

Item 5 – Fees and Compensation
Investment Management Fees

CIO Group provides investment management services exclusively through its wrap fee
program (the “Program”). Under the Program, clients pay a single, asset-based fee (the
“Program Fee”) that covers investment advisory services, brokerage transactions,
custody, and certain administrative services. We do not offer investment advisory
services outside of the Program.

Our standard Program Fee schedule is disclosed in our Wrap Fee Program Brochure
(Form ADV Part 2A, Appendix 1), Item 4 (“Services, Fees and Compensation”). Clients
should review that brochure carefully for additional information about how fees are
calculated, minimum account requirements, householding of accounts, and fee
breakpoints. CIO Group may, in its discretion, negotiate, waive, or reduce fees.

Other Fees and Expenses

While the Program Fee covers most investment-related services, clients remain
responsible for certain fees and expenses not included in the Program Fee. These
include, but are not limited to:

   •   Internal management and operating expenses of mutual funds, ETFs, and other
       pooled investment vehicles;
   •   Mark-ups, mark-downs, or spreads on fixed income transactions;
   •   IRA custodial fees, safekeeping fees, wire transfer fees, and charges for special
       services by the custodian; and
   •   Taxes or other governmental charges.
   •   Direct Indexing Services

These fees are separate from and in addition to the Program Fee.

Additional Disclosures

Because CIO Group is compensated by a single wrap fee, we have an incentive to limit
trading activity in order to reduce costs borne by the Firm. Clients should carefully
consider the overall costs of the Program compared to paying separately for advisory,
brokerage, and custodial services. In some cases, the Program Fee may be higher or
lower than the cost of obtaining these services separately.

Held-Away Accounts

CIO Group does not charge an additional or separate fee for providing advisory services
related to held-away accounts (such as 401(k), 403(b), 457, TSP, and 529 plans) that
clients choose to include in our advisory relationship. These accounts are typically not
included in the asset-based fee calculation for our Program Fee unless specifically
agreed upon in writing.

For clients who wish to include held-away account balances in the asset calculation for
fee purposes, this will be documented in the client's Investment Advisory Agreement
and the assets will be treated as "assets under advisement" (AUA). Our standard fee
schedule for assets under advisement is disclosed in our Wrap Fee Program Brochure.

Clients should be aware that held-away accounts may be subject to separate fees and
expenses charged by the employer plan recordkeeper, 529 plan provider, or investment
fund managers within those accounts. These fees are in addition to any fees clients pay
to CIO Group for other advisory services and are not controlled by or paid to CIO Group.

Direct Indexing and SMAs

Clients who utilize direct indexing or SMA strategies will bear the fees and expenses
charged by the applicable third-party investment manager. These fees are separate from
and in addition to CIO Group's Program Fee, and vary by strategy and manager. CIO Group
may also charge a platform fee for access to certain direct indexing or SMA services,
which will be disclosed in the client's Investment Advisory Agreement.

Venture Program Fees

Investors who participate in a Venture Program SPV will be subject to the following fees
and expenses, which are separate from and in addition to any fees paid to CIO Group
under the wrap fee program:

•       Underlying Fund Fees: Each SPV is expected to invest primarily in an underlying
venture or growth-stage fund and in certain cases may invest directly in individual
portfolio companies. Investors bear their pro rata share of the underlying fund’s
management fees and carried interest, which are generally expected to range between
2.0%–2.5% per annum on committed capital and 20% of net profits, respectively, subject
to the terms of the applicable fund. These fees are charged by and paid to the underlying
fund manager, not to CIO Group or the VP GP.

•      SPV Set-Up Costs: Investors bear their pro rata share of costs associated with the
establishment and administration of each SPV, including legal, accounting, and platform-
related expenses.

•       Advisory or Access Fee: Investors who are not existing CIO Group advisory clients
will be charged a management fee of 0.75% per annum on invested capital. CIO Group
advisory clients, in lieu of an ongoing management fee, will be charged a one-time access
fee at the time of investment in each SPV. The access fee is paid to the VP GP.

•      Carried Interest: The VP GP will receive carried interest of 10% of net profits
attributable to each SPV, calculated after investors have received a 2x return on invested
capital (the “Hurdle”). Carried interest is paid to the VP GP, which is partially owned by
CIO Group, LLC and certain individual principals, as further described in Item 10.

The fees described above will be set forth in the offering documents for each SPV,
including any private placement memorandum, limited partnership agreement, or

subscription documents, as applicable. Clients and prospective investors should review
those documents carefully in their entirety. CIO Group encourages all investors to consult
with independent legal and tax advisors prior to investing.

Because the VP GP, in which CIO Group and certain of its principals hold an ownership
interest, receives the access fee and carried interest described above, CIO Group has a
financial interest in the success of the Venture Program and in investors’ participation in
Venture Program SPVs. This creates a conflict of interest, which is described further in
Items 6 and 11 of this Brochure.

Item 7 – Types Of Clients
CIO Group's Clients are primarily ultra-high-net-worth individuals, families, and related
entities.