ICW Holdings LLC

ITEM 5 | FEES AND COMPENSATION

ICW is compensated for its advisory services through asset-based fees, performance fees and, in certain cases,
additional fees for customized advisory or consulting services. The specific fee arrangement applicable to a client is
described in the client’s advisory agreement or other governing documents.

Fees for Separately Managed Accounts

For Discretionary advisory services provided to separately managed accounts, ICW charges an annual asset-based
fee (the “Management Fee”). The Management Fee is based on the average daily balance of the account, as
calculated and valued by the account’s custodian, and is typically billed quarterly in arrears. Management Fee is
typically up to (1.0%) annually. However, for certain clients who do not meet the definition of a “qualified client,”
ICW may charge a higher Management Fee of up to one and one-half percent (1.50%) annually.

For certain clients who meet the definition of a “qualified client” under applicable regulations, ICW may also
charge a performance-based fee (the “Performance Fee”). The Performance Fee is based on the net new profits of
the client’s account, as valued by the account’s custodian, and is typically billed annually in arrears. ICW’s
maximum annual Performance Fee is ten percent (10%).

ICW’s fees are negotiable depending on individual Client circumstances, including the size of the account, the
scope of services to be provided, the applicable investment strategy, and other relevant factors. As a result,
different clients may pay different fees for similar services.

Additional Fees and Expenses for Separately Managed Accounts

ICW’s fees described above are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses. Clients will incur these additional costs in connection with the management of their accounts.
Examples of such expenses include, but are not limited to:

        Custodial fees
        Brokerage commissions and transaction charges
        Administrative and recordkeeping fees
        Audit and tax preparation fees
        Interest on margin accounts
        Borrowing charges on securities sold short
        Transfer taxes and other regulatory costs
        Wire transfer and electronic fund fees
ICW Holdings, LLC                                       Page 8                          Form ADV Part 2A Firm Brochure

In addition, clients investing in exchange-traded funds or other pooled investment vehicles will indirectly bear their
proportionate share of the operating expenses of those investments, including management fees and other
expenses.

Billing Practices for Separately Managed Accounts

Unless otherwise agreed, ICW deducts Management Fees and Performance Fees directly from client accounts
through the qualified custodian holding client funds and securities. Clients authorize such fee deductions in their
advisory agreement and related account documentation.

In certain cases, ICW calculates the advisory fee and provides an invoice to the client and the qualified custodian
detailing the fee calculation. In other cases, the qualified custodian calculates the advisory fee and ICW reviews the
calculation for accuracy prior to deduction.

Clients receive account statements at least quarterly directly from the qualified custodian reflecting all account
activity, including the deduction of advisory fees. Clients are encouraged to review these statements carefully and
to compare them with any reports provided by ICW.

Fees for the Fund

ICW serves as investment adviser to certain privately offered pooled investment vehicles, including the ICW
Strategic Equities Master Fund, LP and its related feeder funds. In these arrangements, ICW is compensated by the
pooled investment vehicle and not directly by individual investors.

For the Fund, ICW charges an annual asset-based fee (the “Management Fee”). The Management Fee is calculated
according to the Fund’s offering memorandum by the vehicle’s administrator. ICW’s maximum annual
Management Fee is one percent (1.0%).

For certain investors who meet the definition of a “qualified client” under applicable regulations, ICW may also
charge a performance-based fee (the “Performance Fee”). The Performance Fee is based on the net new profits of
each investor’s capital account, as valued by the administrator according to the Fund’s offering memorandum and
is typically deducted annually in arrears. ICW’s maximum annual Performance Fee is ten percent (10%).

ICW’s fees are negotiable depending on individual Client circumstances, including the size of the account, the
scope of services to be provided, the applicable investment strategy, and other relevant factors. As a result,
different clients may pay different fees for similar services.

Additional Fees and Expenses for the Fund

Investors in such vehicles will bear their proportionate share of the management fees, performance-based fees,
and other expenses of the Fund, as described in the applicable offering memorandum and governing documents.
These fees and expenses are separate from, and in addition to, any advisory fees that may be charged by ICW in
connection with separately managed accounts, where applicable. The Fund will pay, or reimburse the General
Partner and/or the ICW for, organizational, offering, and operating expenses of the Fund not otherwise borne by
ICW Holdings, LLC                                       Page 9                         Form ADV Part 2A Firm Brochure

the General Partner or ICW. Such expenses are allocated to the Fund and indirectly to investors. These expenses
include, but are not limited to:

•        accounting, auditing, and tax preparation expenses
•        legal and compliance expenses
•        administrator, consultant, and other third-party service provider fees
•        insurance and bonding costs
•        trading expenses and brokerage commissions
•        regulatory filing and reporting expenses
...

ITEM 7 | TYPES OF CLIENTS

ICW generally provides investment advice to the following types of clients:

    ●    Individuals
    ●    High net worth individuals
    ●    Family Offices
    ●    Charitable Organizations
    ●    Institutions
    ●    Pooled investment vehicles (e.g. hedge funds and special purpose vehicles)

The types of clients served may vary depending on the nature of the services provided.

Clients are required to enter into a written agreement with ICW that describes the scope of services and applicable
terms of the advisory relationship.

Minimum Investment Amounts Required

The minimum investment amount for establishing a separately managed account is generally $500,000, although
this amount may be waived or modified at ICW’s discretion.

The minimum investment amount for investment in the Fund is $5,000,000, although this amount may be waived
or modified at ICW’s discretion.