I Squared Capital Registered Advisor LLC

Item 5: Fees and Compensation
In general, we are compensated for our investment advisory services to each of the ISQ Vehicles by a
combination of a management fee based on a percentage of net asset value (“NAV”), along with incentive
or performance-based compensation. ISQ receives such compensation pursuant to the applicable
offering materials, disclosure documents, advisory agreements, investment management agreements
and/or Vehicle Governing Documents. Specific details of such compensation and their methods of
calculation are set out in the offering materials, disclosure documents, advisory agreements, investment
management agreements and/or Vehicle Governing Documents of each ISQ vehicle.

Management Fees

Typically, ISQ charges management fees at an annual rate between 0.75% and 1.25% per annum (the
Management Fee Rate”) of the month-end NAV, before giving effect to any accruals for the Management
Fee, servicing fees (as defined below), the Performance Participation Allocation (as defined below), share
repurchases for that month, any distributions and without taking into account any taxes (whether paid,
payable, accrued or otherwise) of any intermediate entity through which ISQ Vehicles indirectly hold an
Infrastructure Asset, as determined in the good faith judgment of the Adviser. Such Management Fee is
calculated based on the ISQ Vehicle’s NAV (as defined in each respective Vehicle Governing
Documents), payable monthly, generally in arrears. The Adviser, or the alternative investment fund
manager of the vehicle (if applicable), in their sole discretion, may agree to waive all or a portion of the
Management Fee, or to agree to a reduced/rebated Management Fee Rate, with respect to any particular
investor. The Management Fee Rate will vary based on the class of Shares held and a portion of the
Management Fee may be reduced or waived during a designated term of the investment in accordance
with the provisions of the respective Vehicle Governing Documents. Certain share classes of ISQ
Vehicles that have been made available to the Adviser, its affiliates, its officers and employees and the
directors, officers and employees of ISQ will not bear a Management Fee.

Incentive or Performance-based Compensation

ISQ also generally receives incentive-based compensation or other performance-related compensation
from ISQ Vehicles. The Performance Participation Allocation is equal to a designated percentage based
on share class (up to 12.5%) of the total return attributable to such shares subject to an annualized Hurdle
Amount (typically 5%) and a High Water Mark with a 100% Catch-Up as defined in the Vehicle Governing
Documents. Such allocation will be measured and allocated or paid annually and accrued monthly
(subject to pro-rating for partial periods). Such Performance Participation Allocation is calculated based
on the ISQ Vehicle’s NAV (as defined in the respective Vehicle Governing Documents). Certain share
classes of ISQ Vehicles, such as those held by ISQ and its employees (“ISQ Shares”) will not bear any
Performance Participation Allocation, and as a result, it is an expense specific only to Investor held
Shares (“Investor Shares”) at the rates specified in the Vehicle Governing Documents, which will result
in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares.

In certain ISQ Vehicles, ISQ may elect to receive the Performance Participation Allocation in cash and/or
shares of certain share classes of ISQ Vehicles. If the Performance Participation Allocation is paid in
shares, such shares may be repurchased at ISQ’s request and are subject to repurchase limitations as
designated in the Vehicle Governing Documents.

In accordance with the respective Vehicle Governing Documents, ISQ may also be allocated a
Performance Participation Allocation with respect to all Investor Shares that are repurchased in
connection with repurchases of shares.

                                                                                       Part 2A of Form ADV
Upon commencing operations, The Tender Offer Fund is expected to pay an incentive fee based on pre-
incentive fee net investment income returns, as described in the Tender Offer Fund’s registration
statement and prospectus.

Servicing Fees

Certain ISQ Vehicles pay a Dealer-Manager or Intermediary an ongoing shareholder servicing fee
(“Servicing Fees”) generally ranging between 0.25% and 0.85% of NAV per annum for certain
designated share classes. Such Servicing Fees are generally calculated based on the ISQ Vehicle’s NAV.
Certain share classes do not bear such Servicing Fees. In some instances, the Adviser remits payment
of the ongoing Servicing Fees on behalf of the ISQ Vehicle and is reimbursed by the ISQ Vehicle for such
payments. Prospective investors should be aware that the receipt of a Servicing Fee by the relevant
Intermediary(ies) (as applicable) will result in a conflict of interest for the relevant Intermediary(ies)
involved in placing a shareholder and/or underlying investor, directly or indirectly, into any ISQ Vehicle.

Subscription Fees

Certain share classes of ISQ Vehicles may be offered through broker-dealers, distributors or other
financial intermediaries that may charge investors upfront selling commissions, placement fees,
subscription fees or similar charges (collectively, “Subscription Fees”). Such Subscription Fees, if
applicable, are determined by the relevant intermediary and may vary based on the amount invested
and the intermediary through which the investment is made. Investors should consult their financial
intermediary or selling agent regarding any applicable Subscription Fees or other charges and review
the relevant Vehicle Governing Documents for additional information.

Other Expenses

Under the Vehicle Governing Documents, each ISQ Vehicle will bear the expenses of its operations and
...

Item 7: Types of Clients
ISQ provides investment management and advisory services to ISQ Vehicles and other Clients, as
described above in response to Item 4: Advisory Business.

Certain ISQ Vehicles are generally only available to institutional investors and certain high net worth
investors that are “accredited investors” or “qualified purchasers” or in the case of employees,
“knowledgeable employees”, within the meaning of the Securities Act and the Investment Company Act,
as applicable.

Certain ISQ vehicles are only available to eligible non-U.S. investors that qualify as either a “professional
investor” or a “Well-Informed Investor” as defined under the Alternative Investment Fund Managers
Directive (“AIFMD”). Such limitations are set forth in their respective offering materials, disclosure
documents and/or Vehicle Governing Documents.

Each ISQ Vehicle managed by the Adviser may have a specified minimum investment set forth in the
offering documentation, organizational documents or other Vehicle Governing Documents. Such a
minimum is typically subject to discretion, on the part of ISQ, to permit investment of a smaller amount
generally or with respect to any investor. Investment minimums and the circumstances under which they
are waived are set forth in their respective offering materials, disclosure documents and/or applicable
Vehicle Governing Documents.

                                                                                        Part 2A of Form ADV