iCapital Advisors LLC

Item 5: Fees and Compensation
Please refer to Item 6 for a description of any performance-based fees or carried interest
(“Carried Interest”) iCapital may receive.

Management Fees
iCapital typically charges each Fund an asset-based management fee, which may be referred
to in the Fund’s PPM as a management fee, administrative fee or service fee (collectively
referred to herein as the “Management Fee”). The Management Fee rate typically ranges
between 0.10% and 1.25% per annum (as applicable, the “Management Fee Rate”). A portion
of the Management Fee may be allocated from iCapital to iCapital Markets for distribution
services related to the Fund. iCapital or its affiliates may also pay a portion of the
Management Fee to a Sub-Adviser for services provided by the Sub-Adviser.

        Closed-End Funds
        With respect to Closed-End Funds, iCapital typically charges a Management Fee equal
        to the product of the applicable Management Fee Rate and each Investor’s capital
        commitment to the Fund, subject to a fixed step-down percentage after the end of
        the applicable Underlying Fund’s investment period (or another fixed period).
        Alternatively, iCapital charges a Management Fee equal to the product of the
        applicable Management Fee Rate and, during the applicable Underlying Fund’s
        investment period, each Investor’s capital commitment to the Fund, and thereafter,
        the Investor’s share of the declining balance of invested capital held by the Fund. For
        certain Closed-End Funds, iCapital charges a Management Fee equal to the product of
        the applicable Management Fee Rate and each Investor’s share of the declining
        balance of invested capital held by the Fund.

        Open-End Funds
        With respect to Open-End Funds, iCapital typically charges a Management Fee equal to the
        product of the applicable Management Fee Rate and the Net Asset Value (“NAV”) or similar
        calculation of each Investor’s interest in the Fund as of the beginning or end of the period in
        respect of which the Management Fee is payable.7

        Notwithstanding the foregoing, the manner of calculation and payability of the
        Management Fee, and the applicable Management Fee Rate, may vary based on,
        among other things, the classes of interests held by Investors in a Fund or different
        minimum investment thresholds required by a Fund. iCapital typically has the authority
        to waive, reduce, offset, rebate or otherwise calculate differently the Management Fee
        attributable to any Investor or group of Investors in a Fund, without notice to or the
        approval of other Investors in the Fund. iCapital generally may also share all or any
        portion of the Management Fees with its affiliates or any third parties. Investors
        should refer to a Fund’s PPM for disclosure regarding the Management Fee with
        respect to such Fund.

Tax Reporting Oversight Fees
In respect of certain Private Access Funds and Funds of Funds, iCapital may provide
enhanced tax reporting services, including oversight of the preparation and filing of certain
U.S. state partnership composite tax forms and non-U.S. country specific tax reporting (“Tax
Reporting Oversight Fees”). The Tax Reporting Oversight Fee with respect to U.S. state
partnership composite tax forms is charged to the Private Access Fund or Fund of Funds.
This fee is typically a rate of 0.02% per annum calculated on a similar basis to the iCapital
7Management fees are potentially pro rated for lesser periods in the event of interim subscriptions or
withdrawals.

Management Fee and is generally capped at $25,000 per year. Country-specific Tax
Reporting Oversight Fees are charged as a fixed fee. Tax Reporting Oversight Fees are in
addition to the iCapital Management Fee and may only benefit certain Investors yet are
ultimately borne by all of the Private Access Fund’s or Fund of Funds’ Investors. Investors
should refer to the Fund’s PPM for full disclosure relating to all the fees to which an Investor
might be subject or that may be received by iCapital.

Investor Servicing Fee

In addition to the Management Fee described above, iCapital may be entitled to receive an
investor servicing fee from the Underlying Manager (“Investor Servicing Fee”), 8 typically
charged as a percentage of the Fund’s aggregate capital contributions. The General Partner
of the Underlying Fund is typically responsible for payment of the Investor Servicing Fee to
iCapital. Investors should refer to the Fund’s PPM for full disclosure relating to all the fees an
Investor might be subject to or received by iCapital.

Payments to Underlying Managers

In addition to bearing the Management Fee payable to iCapital as described above, the
Private Access Funds and Funds of Funds are generally subject to their pro rata portion of
any fees charged by the Underlying Fund(s) and the Underlying Manager(s). These fees
typically include a management fee, which generally ranges from 1% - 2% on an annual basis,
and in most cases, an incentive compensation arrangement, which generally ranges from 10%
- 20% of the capital appreciation in the Underlying Fund(s).

       Closed-End Funds
       Private Access Funds and Funds of Funds that invest in Underlying Fund(s) that are
       closed-ended funds 9 are often subject to a Carried Interest distribution or payment in
       favor of the applicable Underlying Manager(s) or their affiliates, subject in certain cases to
       preferred return, general partner catch-up, and/or carried interest clawback
       provisions.

       Open-End Funds
       Private Access Funds and Funds of Funds that invest in Underlying Fund(s) that are
       open-ended funds 10 are often subject to an incentive allocation or payment in favor of
       the applicable Underlying Managers or their affiliates, subject in certain cases to high-
...

Item 7: Types of Clients
Funds
iCapital’s clients are the Funds. The Funds generally rely on Section 3(c)(7), Section 3(c)(1),
or other applicable exemptions or exclusions as an investment company under the Investment
Company Act.

Investors in the Funds may include high net worth individuals and estate planning vehicles, as
well as a variety of institutional investors 25 or other investment vehicles meeting the relevant
eligibility requirements and wishing to invest in accordance with a particular Fund’s
investment objective.

iCapital does not have a strict minimum size for a Fund, but the minimum investment
commitment in a Fund generally ranges from $10,000 to $250,000 depending on the Fund,
although iCapital has the authority to accept subscriptions for a lesser amount, subject to any
applicable regulatory minimums.

iCapital may, from time to time, enter into Side Letters or similar agreements with one or
more Investors in a Fund, which provide such Investor with additional and/or different rights
than such Investors have pursuant to general terms of the Fund. iCapital will not be required
to notify any or all of the other Investors of any such written agreements or any of the rights
and/or terms or provisions thereof, nor will iCapital be required to offer such additional
and/or different rights and/or terms to any or all the other Investors.

Underlying Sponsors
In addition to iCapital’s advisory services performed in connection with the Funds, iCapital
also provides certain due diligence reports (“DDRs”) that are prepared by iCA in connection
with its evaluation of investment funds managed by third-party sponsors, and that are
distributed on the Firm’s Marketplace platform to platform partner investment advisers and
broker-dealers (the “Platform Partners”). Such Platform Partners that receive DDRs,
however, are not considered Clients. Underlying fund sponsors are considered Clients but
only in respect of the limited services provided by iCA in respect of the DDRs provided.

iCapital Architect

iCapital Architect is intended exclusively for financial professionals at broker dealers and
registered investment advisers. iCapital does not consider the end clients of these financial
professionals to be clients of iCapital nor does iCapital provide investment advice directly to
such end clients.

iCapital Insight

iCapital Insight produces Product-specific educational materials produced as part of the
iCapital Insight line of business intended exclusively for financial professionals at broker-
dealers and investment advisers. iCapital does not consider the end clients of these financial
professionals to be clients of iCapital nor does iCapital provide investment advice directly to
such end clients.

25This includes employee benefit plans, endowments, foundations, corporations, and other types
of entities or businesses.