ICG Advisors LLC

ITEM 5 – FEES AND COMPENSATION

A. Fees to Client Accounts

Types of Fees

The amount and types of fees paid to ICG by Client Accounts are negotiable and may vary. Fees will be
set forth in ICG’s Advisory Agreement with each Client Account and determined based on the client’s
needs, the amount of assets in the Client Account, the complexity of the client’s investment objectives and
the number of portfolio restrictions.

Under ICG’s Advisory Agreement with each Client Account, ICG generally will receive an annual
management fee from each Client Account equal to a percentage (the “Fee Percentage”) of the average
gross assets under management in each Client Account during each calendar quarter. The Fee Percentage
for each Client Account is generally calculated as a blended rate based on the following standard fee
schedule:

                  First $25 million                                             1.00%

                  Greater than $25 million but less than or equal               0.75%
                  to $50 million

                  Greater than $50 million but less than or equal               0.60%
                  to $100 million

                  Greater than $100 million but less than or equal                 0.50%
                  to $250 million

                  Greater than $250 million but less than or equal                 0.40%
                  to $500 million

                  Greater than $500 million but less than or equal                 0.30%
                  to $1 billion

                  Greater than $1 billion                                          0.20%

For example, a Client Account with $50 million in average gross assets under management would pay an
annual rate of (i) 1.00% on the first $25 million of such gross average assets under management and (ii)
0.75% on the remainder of such assets.

Client Accounts that engaged ICG prior to January 1, 2025, generally have lower management fees than
those set forth above.

The total fees charged to a Client Account may be more or less than fees charged by other firms for similar
services.

Payment Method

The management fee will be payable quarterly in arrears. In certain cases, ICG’s management fee will be
deducted directly from the Client Account. Such deduction will occur if the Client Account uses certain
custodians and authorizes the automatic deduction of ICG’s management fee. Other Client Accounts pay
ICG directly, which payment is due promptly upon receipt of the billing statement from ICG.

If a client terminates its investment consulting agreement on a date other than the end of a calendar quarter,
the management fee will be prorated for assets held in the Client Account for less than a full quarter.

A Client Account’s custodian will send statements, at least quarterly, showing all positions, transactions,
withdrawals, deposits and disbursements for the account, including the amount of the management fee if
deducted directly from the Client Account.

Costs and Expenses

Fees paid to ICG by the Client Accounts are separate and distinct from the fees and expenses charged by
the unaffiliated Portfolio Managers or their investment products. A description of the fees and expenses of
each Portfolio Manager and its investment products is available in each Portfolio Manager’s disclosure
brochure (i.e., their Form ADV Part 2A) or securities prospectus.

In addition, each Client Account is responsible for any fees, expenses or charges incurred by or on behalf
of the Client Account related to (i) custodial services provided for the account, (ii) the acquisition, holding
and disposition of investments for the account, including brokerage and execution charges, markups and
commissions, and (iii) any other service provided for the Client Account by any person other than ICG.
For additional information regarding brokerage and execution charges, see Item 12 below. Client Accounts
may also incur additional charges including, but not limited to, mutual fund sales loads, 12(b)-1 fees and
surrender charges, and IRA and qualified retirement plan fees. ICG will not receive any portion of such
commissions or fees. When ICG negotiates lower fees and expenses charged by third parties, all negotiated
savings generally are intended for the benefit of the applicable Client Accounts.

Refunds

Not Applicable.

Sales Compensation

Not Applicable.

B. Fees to ICG Funds

Types of Fees

Under ICG’s investment management agreement with each ICG Fund, other than the ICG Real Estate
Funds, ICG will generally receive an annual management fee of up to 1.00% of the capital commitment or
capital account of each ICG Fund Investor. The standard management fee percentages applicable to each
ICG Fund are set forth in each ICG Fund’s Memorandum. ICG, in its discretion, may waive or reduce the
management fee as to all or any of the investors in an ICG Fund or agree with an investor to waive or alter
the management fee as to that investor.

Under certain ICG Funds’ governing agreements, as applicable, ICG may also receive performance-based
compensation, which may be structured as a yearly performance allocation or as a carried interest
distribution upon the disposition of any portfolio investment based on the net cash proceeds attributable to
such disposition. ICG, in its discretion, may, and indeed have, waive or reduce its performance-based
compensation as to all or any of the investors in an ICG Fund or agree with an investor to waive or alter the
performance-based compensation as to that investor.

For managing the ICG Real Estate Funds, with the exception of ICG Studio Holdings, LLC, ICG will
receive an annual management fee equal to 0.5% of the gross average asset value of each fund respectively,
determined by averaging the gross asset value of the capital accounts of all ICG Fund Investors in each
fund as of the last business day of each calendar quarter during any calendar year. For ICG Studio Holdings,
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ITEM 7 – TYPES OF CLIENTS

A. Client Accounts

The holders of Client Accounts are generally high net worth individuals, family offices, trusts, corporations,
pensions, endowments and other business entities.

ICG generally requires the holders of Client Accounts to initially provide and maintain a minimum of
$25,000,000 in assets under management. The Client Account minimum may be waived by ICG in its sole
discretion.

B. ICG Funds

ICG or an affiliate organized the ICG Funds. ICG serves as investment manager to the ICG Funds. ICG
generally requires ICG Fund Investors to make a minimum initial investment of at least $1,000,000 (except
for the ICG Credit Funds which have a minimum initial investment of $5,000,000, and the ICG Real Estate
Funds where the minimum amounts accepted may vary at the discretion of ICG). Investors generally must
be “accredited investors” under Regulation D and may be required to meet other eligibility requirements,
including being eligible to enter into a performance fee arrangement under the Advisers Act. Investors in
any ICG Fund that is exempt from investment company registration under Section 3(c)(7) of the Investment
Company Act of 1940, as amended (the “1940 Act”), also must be “qualified purchasers” as defined under
the 1940 Act. ICG generally requires ICG Fund Investors to make representations concerning their
financial sophistication and ability to bear the risk of loss of their entire investment in an ICG Fund. The
minimum contribution and investor requirements may be waived by ICG in its sole discretion.