ICP Group Investment Manager LLC

Item 5 - Fees and Compensation

A.     Below is a discussion of how the Adviser is compensated in connection with providing advisory
services to its Clients. The Adviser may enter into different fee arrangements on a Client-by- Client basis.

Management Fees. For its services to each Client, the Adviser is entitled to a management fee (the
“Management Fee”) based on a percentage of assets under management, which is outlined in the relevant
offering’s Governing Documents. The annual Management Fees for each Client are negotiated with each
such Client. The Management Fee is typically calculated on a quarterly basis and paid each calendar
quarter in advance. Management Fees paid by a Fund may also be reduced by other fees or compensation
received by the Adviser or its affiliates that relate to such Fund’s activities and investments or by certain
Organizational expenses borne by such Fund. Management Fees paid by a Fund are indirectly borne by
investors in such Fund. The precise amount of, and the manner and calculation of, the Management Fees
for each Fund are established by the Adviser and are set forth in such Fund’s offering documents received
by each investor prior to making investment in such Fund. The Management Fees and other fees and
distributions described herein are generally subject to modification, waiver, or reduction by the Adviser
in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and
other arrangements, which may not be disclosed to other investors in the same Fund.

Performance Fees. Client accounts have and may be charged a performance fee based on net profits (the
“Performance Fee”). The annual Performance Fee for each Client will be negotiated with each such Client.
The Performance Fee for each Client is specified in the Governing Documents of such Client. The
Performance Fee, if any, will be calculated and billed or allocated periodically. With respect to the Funds,
the General Partner of each Fund is entitled to receive an allocation of net profits subject to limited
partners receiving all capital contributions, a stated preferred return, and in accordance with other
provisions of the applicable Fund’s limited partnership agreement. The precise amount of, and the manner
and calculation of, the Performance Fees for each Fund are established by the Adviser and are set forth
in such Fund’s offering documents received by each investor prior to making investment in such Fund.
The Performance Fees and other fees and distributions described herein are generally subject to
modification, waiver, or reduction by the Adviser in its sole discretion, both voluntarily and on a
negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed
to other investors in the same Fund.
Other Fees; Management Fee Offset. The Adviser and its employees and affiliates may from time to time
receive commitment, closing, investment banking, financing, break-up, topping, management,
monitoring, oversight, consulting, directors, success or other similar transaction fees from, relating to or in
connection with an actual or proposed investment (“Other Fees”). To the extent provided for under the
terms of the applicable governing and offering documents of a Fund and subject to the terms and conditions
thereof, the Fund’s allocable share or portion of the net amount of such Other Fees received by the Adviser
and its employees and affiliates from time to time in connection with or in respect of any actual or proposed
portfolio company or investment for such Fund generally will be applied ratably to reduce the applicable
management fees otherwise payable by the investors in such Fund for the management fee period
following the date such Other Fees are received, as applicable. To the extent that any other fund or other
entity (including a parallel fund) or individual co-invests alongside a Fund in a proposed or actual
investment or company, any such Other Fees received by the Adviser and its affiliates in respect of such
investment (net of any costs, expenses and fees) generally will be allocated or apportioned among such
Fund and such applicable participating co-investors and other entities in proportion to the cost of the
investment (or potential investment) in the portfolio company held (or committed or proposed to be held)
by each for purposes of the management fee reduction in respect of the Fund, as described above.
Accordingly, a Fund and its investors will, unless otherwise provided in the applicable governing
documents, only benefit from (or receive a benefit from) the management fee reduction described above
with respect to its allocable share or portion of any such Other Fees (net of applicable expenses and costs),

and not the portion or amount of any such Other Fees that the Adviser deems to be attributable to any
other investor or entity in a portfolio company.
Due Diligence and Dead Deal Costs
From time to time, due diligence or dead deal costs may be incurred regarding portfolio investments by
the Clients of the Adviser. In certain cases, these costs may be applicable to multiple Clients or separately
managed accounts. In such cases, Clients are only responsible for incurring their allocation of these costs,
and do not incur expenses for the portion related to other Clients or separately managed accounts. In
certain cases, due diligence or dead deal costs may not be directly related to any active Client of the
Adviser, in which case the Adviser is responsible for these expenses. For example, if the Adviser is
pursuing a deal for which a current Client will not participate, the Adviser will bear those dead deal costs.
Additionally, if an existing or new Client does become an active participant in a deal, due diligence costs
will be allocated to that Client accordingly.

Sub-Advisory Agreements
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Item 7 - Types of Clients

The Adviser provides investment advisory services to pooled investment vehicles including but not limited
to private funds and a separately managed account for Investar Financial Corporation, the family office
of the Martín-Soberón family (collectively, the “Investar Family Office”), including their related
entities.

Each investor in a Fund must satisfy the eligibility requirements outlined in the applicable governing
documents or otherwise required by applicable laws. Investments in the Funds may also be subject to
minimum initial investment amounts per investor, which generally may be waived.