#1ICG ICG Strategic Partnership Presentation to State of Connecticut Retirement Plans and Trust Funds (CRPTF) NOVEMBER 8, 2023 For the exclusive use of State of Connecticut Retirement Plans and Trust Funds. Not for further distribution. PRIVATE AND CONFIDENTIAL#2PREPARED FOR CRPTF. PRIVATE AND CONFIDENTIAL. ICG & CRPTF Partnership ICG is pleased to present the State of Connecticut Retirement Plans and Trust Funds (CRPTF) with a proposal to invest in several of ICG's leading junior capital and capital solutions strategies: A collaborative platform with market leading strategies in both Europe and the US Delivering a customized blend of strategies to meet CRPTF risk / return profile The underlying investments will be managed by ICG's local investment teams with extensive experience managing through market cycles and a track record of minimizing defaults Proposed total commitments: Approximately $500m allocated to the three underlying funds €150m earmarked for co-investments in connection with the three funds' investment programs (no management fee or carry) $200m for liquid investments in ICG's Global Loan and Global Total Credit Funds with goal to accumulate income and total return Source: ICG, September 2023 Europe Fund IX €215m ICG Strategic Partnership ¡CG NACP Fund III $125m MM Fund II €150m 2#3ICG ICG Overview#4Leading Alternative Asset Manager Global platform and local presence, operating across four business verticals 34 Year track record $82bn AUM 597 Employees 16 Countries Structured & Private Equity $31bn ICG Offices Private Debt New York US ● 45 Investment Professionals Luxembourg London (HQ) Paris Madrid Amsterdam $24bn Stockholm Source: ICG, data as at 30 June 2023 unless otherwise stated. AUM by vertical is rounded to the nearest USD 1bn. Copenhagen Frankfurt Milan EUROPE Real Assets 197 Investment Professionals Warsaw Dubai $9bn *** Tokyo Hong Kong ******* Singapore ASIA 30 Investment Professionals Credit Sydney ¡CG $18bn#5ICG's Leadership in Diversity, Equity & Inclusion (DE&I) 41% of senior UK- based roles are held by women 8 Employee led D&I networks 47% of new hires are women² Industry Initiatives and Memberships GAIN SEO Girls Are INvestors Seizing Every Opportunity 23% identify as ethnic minorities ¹ OUT LGBT+ NETWORK INVESTORS £2.5m² charitable contributions 36% of ICG Board is female DIVERSITY PROJECT BUILDING INCLUSION IN INVESTMENTS & SAVINGS IO Women in Finance External Recognition & GROUTY The RETURN HUB The Equality Group Highest scoring PE firm on Diversity, Equality and Inclusion ³ ICG ICG DEI #10000 BLACK INTERNS LEVEL 20 Source: ICG, data as at 31 March 2023. ²For the year ended 31 March 2023. The same level of funding has been committed for the year ended 31 March 2024. UK employees who responded, of which 11% didn't disclose ethnicity. 2Over the year to 5 31 March 2023.3 Honordex: Inclusive Index Score as of March 2023. All company names and logos are trademarks are owned by their respective holders. Use of them herein does not imply any affiliation with or endorsement by them.#6ICG's Commitment to Sustainability 100% Signatory of: 99% 4 *5*4* Leadership in ESG PRII Principles for Responsible Investment Commitment to net zero GHG emissions across operations & relevant investments ¹ by 2040, supported by two SBTi-approved science-based targets Industry Initiatives and Memberships of raised capital in scope of SFDR² is Article 83 Latest4 UN PRI results (PRI Modules: Investment & Stewardship Policy, Fixed Income- Corporate, Fixed Income - Private Debt respectively) initiative climat international Private equity action on climate change ΤΙΝ FD CDP DISCLOSURE INSIGHT ACTION TCFD NET ZERO ASSET MANAGERS INITIATIVE TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES Investing Sustainably GIIN GLOBAL IMPACT INVESTING NETWORK ESG-linked compensation for all ICG Portfolio Managers 22% of all relevant investments have set SBTS¹ Financial Times Europe's Climate Leaders5 (ICG) ¡CG FT 2023 1st in the UK 1st in Financial Services 6th in Europe Source: ICG data as at 31 March 2023. All company names and logos are trademarks are owned by their respective holders. Use of them herein does not imply any affiliation with or endorsement by them. ¹Relevant investments includes all investments within Structured & Private Equity and Real Assets where ICG has sufficient influence - at least 25% of equity and a board seat. ²Including capital in scope of EU Sustainable Finance Disclosure Regulation (means promoting environmental and/or social characteristics). ³Since inception of SFDR in March 2021. 4Latest UNPRI results are for 2021. 5 2023 rankings released by the FT in April 2023. 5#7ICG European Corporate Overview#8European Corporate Subordinated debt and equity across European large- and mid-cap companies ICG Europe Funds Differentiated Investment Approach Rich Market Opportunity ● ● ● ● ● ● ICG's market leading flagship strategy Bespoke capital solutions for mid/large cap European companies 34-year investment track record ● Strategy ideally suited for current market environment Current market bifurcation is driving both Corporate and Opportunistic transactions ● • Deals are getting larger and more complex; local presence is major advantage Flexibility to invest across three key pillars: Corporate, Sponsored LBO and Opportunistic transactions Focus on downside protection and complex capital solutions Board participation provides enhanced access to, and influence over key stakeholders Integrated Value Enhancement team supports value creation and ESG development with focus on specific environmental and social themes ¡CG Past performance is not a reliable indicator of future results. There is no guarantee that the Fund will achieve its objectives or avoid substantial losses. Source: ICG, data as at 30 June 2023. ¹Referring to Europe VIII, Final Close in June 2022. 9#9ICG European Corporate Strategy Corporate Family owners, founders and management teams Entrepreneurs Early Engagement Founders Management ICG Supports Source: ICG, data as at 30 June 2023 Sponsors 2 Sponsored LBO Large transactions requiring intermediate capital from trusted providers Unique Investment Solution < ICG retains flexibility to invest across the capital structure Opportunity Financial market dislocation / complex situations (40) G ESG & digital transformation integrated into investment process Value Enhancement ENVIRONMENT GOVERNANCE ¡CG ICG ESG SOCIAL + 9#10ICG's Long-Running flagship European strategy Target Investment Size 1989 €250m threshold Fund IV €2.0bn 2006 Fund V €2.5bn Fund VI €3.0bn 2019 Source: ICG, as at 30 June 2023. Note: Fund size bubbles are illustrative only and not indicative of actual fund sizes Excludes side cars. Fund VII €4.5bn MMI €1.0bn Fund VIII €8.1bn Past results are not necessarily indicative of future results and no representation is made that results similar to those shown can be achieved. This information is preliminary and subject to change without notice. ICG 2023 10#11Current and near-term market dynamics. Attractive environment for our flexible strategy Rising interest ● ● ● ● ● ● ● ● rates Decreasing leverage on new transactions High inflation and supply chain pressure Credit market dislocation Demand for experienced financial partnerships Long-term owners seeking to take advantage of wider macro environment Increased demand for value creation support Wall of PE dry powder driving need for investments Reduced senior leverage available for private companies Withdrawal of LP co-invest capability drives need for partnership Extended investment horizons driving recapitalisations Compounding effect of Covid & macro headwinds Secondary opportunities through hung syndications and liquidity pressure Transaction execution risk favours full capital solution providers Recapitalisations of strong but over-levered companies (compounding effect of Covid/Macro cycle) ¡CG Consolidation of stressed industries Corporate Transactions Sponsored LBOS Opportunity Transactions There is no guarantee that the Fund will achieve its objectives or avoid substantial losses. Source: ICG. Data as at 30 June 2023. The views presented herein reflect the current opinions of ICG based on the current market environment and no representation is made as to the accuracy or completeness 11 of this information.#12ICG European Corporate: Mid-Market Overview#13ICG ICG Europe Mid-Market strategy 34-year track record partnering with European privately owned companies & financial sponsors ICG Mid-Market Fund II Leading European Platform Rich Market Opportunity ● ● ● ● ● ● Mid-Market Fund II is the 10th vintage of ICG's flagship European Corporate Strategy Debt-led strategy (downside protection) Investing across the capital structure through bespoke, privately-negotiated partnership transactions Partnering with privately owned companies and financial sponsors Established and experienced European investment team (inc. dedicated Mid-Market experts) Established local presence across ICG's 8 European offices drives off-market opportunities Integrated Value Enhancement team supports value creation and ESG development ICG Europe Mid-Market strategy ideally suited for current complex market conditions Alpha opportunity through value creation plans, buy & builds and equity participation Combination of global platform & local presence is a major advantage Past results are not necessarily indicative of future results and no representation is made that results similar to those shown can be achieved. There is no guarantee that the Fund will achieve its objectives or avoid substantial losses. Source: ICG, data as of 30 June 2023. 13#14Current market themes 1 2 3 Evaporation of senior debt liquidity Leverage loan issuance < 46% in the LTM¹ Equity valuations in flux Lowest European buy-out volumes in 10 years² Greater emphasis on bilateral transactions Requiring structured capital solutions ICG Flexible financing strategies come to the fore Optimal environment for structured capital solutions Established players like ICG poised to benefit Source: ICG, as at 30 June 2023. ¹Represents European institutional loan volume from S&P LCD as at 30 June 2023. 2Preqin as at 1st September 2023, on a rolling LTM basis. 14#15ICG North American Credit Partners Overview#16North American Credit Partners Flexible provider of private debt capital solutions NACP Fund III Team Expertise Established Track Record Market Opportunity ● ● ● ● ● ● ● ● ● ¡CG Debt-oriented mezzanine strategy prioritizing the return of capital and current yield Ability to invest across the capital structure with the view to provide downside protection while keeping upside potential Managed by an experienced investment team with senior members averaging over 23 years of experience in private credit Extensive experience originating and managing private credit portfolios through all market environments 25+ year track record in mezzanine investing, with over 100 investments completed Portfolios constructed to maximize risk-adjusted returns, providing resiliency through market cycles NACP strategy well positioned in light of current market conditions Demand for structures meeting unique financing needs Substantial floating rate exposure, with elevated yields and greater protections available on current transactions Past results are not necessarily indicative of future results and no representation is made that results similar to those shown can be achieved. There is no guarantee that the Fund will achieve its objectives or avoid substantial losses. Source: ICG, data as of 30 June 2023. 16#17Portfolio Construction Significant Focus on Contractual Return Quality Businesses and Sponsors Current Return Consistent Performance Upside Participation Floating Rate Securities Creditor Protections There is no guarantee that the Funds will achieve their investment objectives or avoid any losses. Source: ICG, September 2023 ¡CG 17#18Market Opportunity Well positioned in light of current market conditions Substantial dry powder held by private equity firms Broad origination enables selectivity amongst markets and credits Substantial floating rate exposure which we believe will provide an uplift in yields in the current interest rate environment ¡CG Source: ICG as of June 2023. Investing in private markets involves substantial risks, including the risk of capital loss. The value of investments can up as well as down. Maintaining investment discipline in a volatile environment ICG's and its North American investment professionals' track records are reflective of the team's combined investment acumen and ability to invest throughout market cycles 18#19ICG Risk Factors 19#20PREPARED FOR CRPTF. PRIVATE AND CONFIDENTIAL. Certain Risk Factors and Potential Conflicts of Interest ICG The following information describes certain key risks of investing in the Fund. The complete summary of the risks of investing in the Fund is set out in the Offering Documents. There are significant risk factors associated with an investment in the Partnership. An investment in the Partnership will involve a high degree of risk due to, among other things, the nature of the Partnership's investments and potential conflicts of interest. There can be no assurance that the Partnership will realize its investment objectives or return any investor capital. Investors should have the financial ability and willingness to accept the risks (including, among other things, the risk of loss of investment and the lack of liquidity) characteristic of investments in entities such as the Partnership. Past performance do not guarantee future results. Prospective investors should carefully review the "Certain Risk Factors and Potential Conflicts of Interest" section of the Private Placement Memorandum which will set forth important considerations that may affect an investment in the Partnership, including (but not limited to) the following: NO ASSURANCE OF INVESTMENT RETURN. THE FUND CANNOT PROVIDE ASSURANCE THAT IT WILL BE ABLE TO CHOOSE, MAKE AND REALIZE INVESTMENTS IN ANY PARTICULAR COMPANY OR PORTFOLIO OF COMPANIES. INVESTMENT IN THE FUND REQUIRES A LONG-TERM COMMITMENT, WITH NO CERTAINTY OF RETURN. MOST OF THE FUND'S INVESTMENTS WILL GENERALLY BE IN PRIVATE, SUBORDINATED, ILLIQUID SECURITIES, WHICH ARE TYPICALLY SUBJECT TO RESTRICTIONS ON TRANSFER OR RESALE. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO GENERATE RETURNS FOR ITS INVESTORS, THAT THE RETURNS WILL BE COMMENSURATE WITH THE RISKS OF INVESTING IN THE TYPE OF COMPANIES AND TRANSACTIONS DESCRIBED HEREIN OR THAT THE ADVISOR'S METHODOLOGY FOR EVALUATING RISK-ADJUSTED RETURN PROFILES FOR INVESTMENTS WILL ACHIEVE ITS OBJECTIVES. THERE MAY BE LITTLE OR NO NEAR-TERM CASH FLOW AVAILABLE TO THE LIMITED PARTNERS FROM THE FUND AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL MAKE ANY DISTRIBUTION TO THE LIMITED PARTNERS. PARTIAL OR COMPLETE SALES, TRANSFERS, OR OTHER DISPOSITIONS OF INVESTMENTS WHICH MAY RESULT IN A RETURN OF CAPITAL OR THE REALIZATION OF GAINS, IF ANY, ARE GENERALLY NOT EXPECTED TO OCCUR FOR A NUMBER OF YEARS AFTER AN INVESTMENT IS MADE. IN SOME CASES, THE FUND MAY BE LEGALLY, CONTRACTUALLY OR OTHERWISE PROHIBITED FROM SELLING SUCH SECURITIES FOR A PERIOD OF TIME OR OTHERWISE BE RESTRICTED FROM DISPOSING OF THEM, AND ILLIQUIDITY MAY ALSO RESULT FROM THE ABSENCE OF AN ESTABLISHED MARKET FOR SUCH SECURITIES. THE REALIZABLE VALUE OF A HIGHLY ILLIQUID INVESTMENT AT ANY GIVEN TIME MAY BE LESS THAN ITS INTRINSIC VALUE. IN ADDITION, CERTAIN TYPES OF INVESTMENTS MADE BY THE FUND WILL REQUIRE A SUBSTANTIAL LENGTH OF TIME TO LIQUIDATE. AS A RESULT THE FUND MAY BE UNABLE TO REALIZE ITS INVESTMENT OBJECTIVES BY SALE OR OTHER DISPOSITION AT ATTRACTIVE PRICES; THUS, THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO IMPLEMENT ITS INVESTMENT STRATEGY AND INVESTMENT APPROACH, ACHIEVE ITS INVESTMENT OBJECTIVE OR COMPLETE ANY EXIT STRATEGY. THE FUND'S PERFORMANCE OVER A PARTICULAR PERIOD MAY NOT NECESSARILY BE INDICATIVE OF THE RESULTS THAT MAY BE EXPECTED IN FUTURE PERIODS. AN INVESTMENT IN THE FUND SHOULD ONLY BE CONSIDERED BY PERSONS WHO CAN AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. PAST PERFORMANCE OF INVESTMENT ENTITIES ASSOCIATED WITH THE ADVISOR, ICG OR THEIR RESPECTIVE INVESTMENT PROFESSIONALS AND/OR AFFILIATES IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS AND PROVIDES NO ASSURANCE OF FUTURE RESULTS. RISK OF LIMITED NUMBER OF INVESTMENTS. THE FUND IS SUBJECT TO RESTRICTIONS ON THE SIZE OF INVESTMENTS SUCH THAT THE FUND WILL NOT INVEST IN ANY SINGLE PORTFOLIO COMPANY IF IMMEDIATELY AFTER GIVING EFFECT TO SUCH INVESTMENT, MORE THAN 15% OF AGGREGATE CAPITAL COMMITMENTS WOULD BE INVESTED IN SUCH PORTFOLIO COMPANY AND ITS AFFILIATES (OTHER THAN AFFILIATES THAT ARE AFFILIATES SOLELY BECAUSE THEY ARE CONTROLLED BY A COMMON PRIVATE EQUITY FUND PARENT). ACCORDINGLY, THE FUND MAY PARTICIPATE IN A LIMITED NUMBER OF INVESTMENTS AND, AS A CONSEQUENCE, THE AGGREGATE RETURN OF THE FUND MAY BE SUBSTANTIALLY ADVERSELY AFFECTED BY THE UNFAVORABLE PERFORMANCE OF EVEN A SINGLE INVESTMENT. IN ADDITION, OTHER THAN AS SET FORTH IN THE PARTNERSHIP AGREEMENT, INVESTORS HAVE NO ASSURANCE AS TO THE DEGREE OF DIVERSIFICATION OF THE FUND'S INVESTMENTS, EITHER BY GEOGRAPHIC REGION, ASSET TYPE OR SECTOR. TO THE EXTENT THE FUND CONCENTRATES INVESTMENTS IN A PARTICULAR ISSUER, INDUSTRY, SECURITY OR GEOGRAPHIC REGION, ITS INVESTMENTS WILL BECOME MORE SUSCEPTIBLE TO FLUCTUATIONS IN VALUE RESULTING FROM ADVERSE ECONOMIC AND/OR BUSINESS CONDITIONS WITH RESPECT THERETO. AS A CONSEQUENCE, THE AGGREGATE RETURN OF THE FUND MAY BE ADVERSELY AFFECTED BY THE UNFAVORABLE PERFORMANCE OF ONE OR A SMALL NUMBER OF INVESTMENTS, GEOGRAPHIC REGIONS OR INDUSTRIES OR UNFAVORABLE DEVELOPMENTS IN ONE OR A SMALL NUMBER OF GEOGRAPHIC REGIONS. MOREOVER, SINCE ALL OF THE FUND'S INVESTMENTS CANNOT REASONABLY BE EXPECTED TO PERFORM WELL OR EVEN RETURN CAPITAL, FOR THE FUND TO ACHIEVE ABOVE-AVERAGE RETURNS ONE OR A FEW OF ITS INVESTMENTS MUST PERFORM VERY WELL. THERE ARE NO ASSURANCES THAT THIS WILL BE THE CASE. ILLIQUID AND LONG-TERM INVESTMENTS. IT IS ANTICIPATED THAT THERE WILL BE A SIGNIFICANT PERIOD OF TIME BEFORE THE FUND WILL HAVE COMPLETED ITS INVESTMENTS IN PORTFOLIO COMPANIES. ALTHOUGH INVESTMENTS BY THE FUND ARE EXPECTED TO GENERATE CURRENT INCOME, PRIVATE DEBT INVESTMENTS TYPICALLY WILL NOT PROVIDE FOR LIQUIDITY PRIOR TO REPAYMENT UPON A REFINANCING EVENT, AND THE RETURN OF CAPITAL AND THE REALIZATION OF GAINS, IF ANY, FROM AN INVESTMENT GENERALLY WILL OCCUR ONLY UPON THE PARTIAL OR COMPLETE DISPOSITION OF SUCH INVESTMENT. IN LIGHT OF THE FOREGOING, IT IS LIKELY THAT NO SIGNIFICANT RETURN FROM THE DISPOSITION OF THE FUND'S INVESTMENTS WILL OCCUR FOR A SUBSTANTIAL PERIOD OF TIME FROM THE DATE OF THE INITIAL CLOSING. WHILE AN INVESTMENT MAY BE SOLD AT ANY TIME, IT IS NOT GENERALLY EXPECTED THAT THIS WILL OCCUR FOR A NUMBER OF YEARS AFTER SUCH INVESTMENTS ARE MADE. IT IS UNLIKELY THAT THERE WILL BE A PUBLIC MARKET FOR THE ILLIQUID AND/OR LONG-TERM SECURITIES HELD BY THE FUND AT THE TIME OF THEIR ACQUISITION. THEREFORE, NO ASSURANCE CAN BE GIVEN THAT, IF THE FUND IS DETERMINED TO DISPOSE OF A PARTICULAR INVESTMENT, IT COULD DISPOSE OF SUCH INVESTMENT AT A PREVAILING MARKET PRICE, AND THERE IS A RISK THAT DISPOSITION OF SUCH INVESTMENTS MAY REQUIRE A LENGTHY TIME PERIOD OR MAY RESULT IN DISTRIBUTIONS IN-KIND TO INVESTORS. ALTHOUGH THE GENERAL PARTNER EXPECTS THAT INVESTMENTS WILL EITHER BE DISPOSED OF PRIOR TO THE FUND BEING PUT INTO LIQUIDATION OR BE SUITABLE FOR IN-KIND DISTRIBUTION AT LIQUIDATION, THE FUND MAY HAVE TO SELL, DISTRIBUTE OR OTHERWISE DISPOSE OF INVESTMENTS AT A DISADVANTAGEOUS TIME AS A RESULT OF LIQUIDATION. THE FUND GENERALLY WILL NOT BE ABLE TO SELL ITS INVESTMENTS THROUGH THE PUBLIC MARKETS UNLESS THEIR SALE IS REGISTERED UNDER APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. ADDITIONALLY, THERE CAN BE NO ASSURANCES THAT THE FUND'S INVESTMENTS CAN BE SOLD ON A PRIVATE BASIS. IN ADDITION, THE FUND MAY BE PROHIBITED FROM SELLING CERTAIN SECURITIES FOR A PERIOD OF TIME BECAUSE OF CONTRACTUAL, LEGAL, REGULATORY OR OTHER SIMILAR REASONS AND, AS A RESULT, MAY NOT BE PERMITTED TO SELL AN INVESTMENT AT A TIME IT MIGHT OTHERWISE DESIRE TO DO SO. 20#21PREPARED FOR CRPTF. PRIVATE AND CONFIDENTIAL. Certain Risk Factors and Potential Conflicts of Interest ICG USE OF LEVERAGE. AS DESCRIBED IN AND SUBJECT TO THE LIMITATIONS OF THE PARTNERSHIP AGREEMENT, THE GENERAL PARTNER MAY CAUSE THE FUND TO BORROW MONEY FROM ANY PERSON, TO GUARANTEE LOANS OR PROVIDE OTHER CREDIT SUPPORT, ON A JOINT, SEVERAL, JOINT AND SEVERAL OR CROSS-COLLATERALIZED BASIS OR OTHERWISE, INCLUDING FOR THE PURPOSE OF FINANCING ANY INVESTMENT-RELATED ACTIVITIES OF THE FUND, HEDGING AND TO PROVIDE INTERIM FINANCING TO CONSUMMATE THE PURCHASE OF INVESTMENTS PRIOR TO THE RECEIPT OF PERMANENT FINANCING OR CAPITAL CONTRIBUTIONS OR DISTRIBUTIONS (AS APPLICABLE) OR INCUR ANY OTHER OBLIGATION (INCLUDING OTHER EXTENSIONS OF CREDIT) FOR ANY PROPER PURPOSE RELATING TO THE ACTIVITIES OF THE FUND INCLUDING, WITHOUT LIMITATION, TO COVER FUND EXPENSES, TO MAKE, HOLD OR DISPOSE OF INVESTMENTS OR OTHERWISE IN CONNECTION WITH THE FUND'S INVESTMENT ACTIVITIES, TO PROVIDE FINANCING OR REFINANCING, TO PROVIDE FUNDS FOR THE PAYMENT OF AMOUNTS TO WITHDRAWING LIMITED PARTNERS, OR TO PROVIDE COLLATERAL TO SECURE OUTSTANDING LETTERS OF CREDIT; PROVIDED, THAT WITHOUT THE APPROVAL OF A MAJORITY IN INTEREST OF THE COMBINED LIMITED PARTNERS, THE FUND WILL NOT BORROW MONEY OTHER THAN (1) CASH BORROWING BY THE FUND WHICH SHALL BE REPAID WITHIN 12 MONTHS FOR THE PURPOSE OF COVERING WORKING CAPITAL OR BRIDGING CAPITAL CALLS, (II) BORROWINGS FOR THE PURPOSE OF HEDGING CURRENCY, INTEREST RATE AND OTHER SIMILAR RISKS, (III) ANY INDEBTEDNESS TO COVER FUND EXPENSES OR PAY MANAGEMENT FEES, AND (IV) ANY INDEBTEDNESS ATTRIBUTABLE TO SELLER FINANCING PROVIDED TO THE FUND IN CONNECTION WITH THE FUND'S ACQUISITION OF AN INVESTMENT; PROVIDED, FURTHER, THAT THE TOTAL AMOUNT OF ANY BORROWING AND GUARANTEES BY THE FUND AS DESCRIBED IN CLAUSE (1) ABOVE WILL NOT, AT THE TIME OF SUCH BORROWING, EXCEED 40% OF THE AGGREGATE CAPITAL COMMITMENTS OF THE PARTNERS. THE FUND AND/OR THE GENERAL PARTNER MAY ENTER INTO ONE OR MORE CREDIT FACILITIES OR GUARANTEES (OR PROVIDE OTHER CREDIT SUPPORT), AND IN CONNECTION THEREWITH, MAY PLEDGE THE ASSETS OF THE FUND AND MAY MAKE A COLLATERAL ASSIGNMENT TO ANY LENDER OR OTHER CREDIT PARTY OF THE FUND OF THE GENERAL PARTNER'S AND THE FUND'S RIGHTS TO ISSUE DRAW DOWN NOTICES AND OTHER RELATED RIGHTS, TITLES, INTERESTS, REMEDIES, POWERS, PRIVILEGES OF THE FUND AND/OR THE GENERAL PARTNER WITH RESPECT TO THE CAPITAL COMMITMENTS AND RIGHTS TO THE CAPITAL CONTRIBUTIONS OF THE PARTNERS, INCLUDING ANY ACCOUNTS OF THE FUND IN WHICH CAPITAL CONTRIBUTIONS MAY BE DEPOSITED. IN CONNECTION WITH SUCH BORROWINGS OR OTHER SUCH OBLIGATIONS, LIMITED PARTNERS MAY BE REQUIRED TO ACKNOWLEDGE AND CONSENT TO THE ASSIGNMENT OF SUCH RIGHTS AND MAY BE SUBJECT TO CERTAIN REQUIREMENTS OR RESTRICTIONS AND LIMITATIONS, SUCH AS THE REQUIREMENT TO PROVIDE CERTAIN INFORMATION PERTAINING TO SUCH LIMITED PARTNERS. LIMITED PARTNERS MAY ALSO BE REQUIRED TO SUBORDINATE THEIR RIGHT TO DISTRIBUTIONS TO THE RIGHT OF A LENDER WITH RESPECT TO SUCH BORROWINGS OR OTHER SUCH OBLIGATIONS. IF THE GENERAL PARTNER CAUSES THE FUND TO BORROW FUNDS, ANY CORRESPONDING BORROWED BUT NOT REPAID AMOUNT WILL INCREASE THE MANAGEMENT FEE PAYABLE TO THE ADVISOR, AND ANY REPAYMENT OBLIGATIONS AND INTEREST EXPENSE ASSOCIATED WITH SUCH LEVERAGE OR BORROWING WILL NOT REDUCE THE MANAGEMENT FEE. THE GENERAL PARTNER AND/OR ADVISOR WILL THEREFORE BE INCENTIVIZED TO INCREASE SUCH BORROWING TO INCREASE THE MANAGEMENT FEE. ALTHOUGH BORROWINGS BY THE FUND HAVE THE POTENTIAL TO ENHANCE OVERALL RETURNS THAT EXCEED THE FUND'S COST OF FUNDS, THEY WILL FURTHER DIMINISH RETURNS (OR INCREASE LOSSES ON CAPITAL) TO THE EXTENT OVERALL RETURNS ARE LESS THAN THE FUND'S COST OF FUNDS. IF THE FUND DEFAULTS ON SECURED INDEBTEDNESS, THE LENDER MAY FORECLOSE AND THE FUND COULD LOSE ITS ENTIRE INVESTMENT IN THE SECURITY FOR SUCH LOAN. IN ADDITION, IN THE EVENT THAT THE LENDERS REQUIRE INVESTORS WHOSE CAPITAL COMMITMENTS HAVE BEEN PLEDGED TO FUND THEIR CAPITAL COMMITMENT TO REPAY INDEBTEDNESS, THE FAILURE OF CERTAIN OF THOSE INVESTORS TO HONOR THEIR CAPITAL COMMITMENTS COULD RESULT IN THE REMAINING INVESTORS' REPAYMENT OBLIGATIONS EXCEEDING THEIR PRO RATA SHARE OF THE INDEBTEDNESS. A CREDIT FACILITY AT THE FUND LEVEL MAY PLACE RESTRICTIONS ON PAYMENTS TO EQUITY HOLDERS, INCLUDING PROHIBITIONS ON PAYMENTS IN THE EVENT OF ANY DEFAULT (OR CONTINUANCE THEREOF) UNDER THE CREDIT FACILITY. IT IS POSSIBLE THAT THE FUND MAY DECIDE TO REPAY ANY LEVERAGE WITH FUNDS DRAWN FROM THE COMMITMENTS OF THE LIMITED PARTNERS OF THE FUND OR TO MAKE FUTURE INVESTMENTS WITH LITTLE OR NO CORRESPONDING LEVERAGE, WHICH MAY ADVERSELY AFFECT THE FUND'S RETURNS. CONVERSELY, THE ABILITY OF THE FUND TO ATTAIN ITS INVESTMENT OBJECTIVES DEPENDS IN PART ON ITS ABILITY TO BORROW MONEY ON FAVORABLE TERMS. TO THE EXTENT THE FUND DOES NOT EMPLOY LEVERAGE OR BORROWS ON LESS FAVORABLE TERMS, THE FUND'S INVESTMENT RETURNS MAY BE LOWER THAN THOSE THAT COULD HAVE BEEN ACHIEVED USING LEVERAGE ON FAVORABLE TERMS AND THERE ARE RISKS THAT THE FUND WILL NOT BE ABLE TO MAINTAIN A LEVERAGE FACILITY ON FAVORABLE TERMS, OR AT ALL. TAX-EXEMPT INVESTORS SHOULD NOTE THAT THE INCURRENCE OF INDEBTEDNESS BY THE FUND COULD CAUSE THE FUND TO GENERATE UBTI AND SHOULD REFER TO THE DISCUSSION IN SECTION XII: "CERTAIN REGULATORY, TAX AND ERISA CONSIDERATIONS-CERTAIN U.S. TAX CONSIDERATIONS." FINANCIAL MARKET AND INTEREST RATE FLUCTUATIONS. GENERAL FLUCTUATIONS IN THE MARKET PRICES OF SECURITIES AND INTEREST RATES MAY ADVERSELY AFFECT THE VALUE OF THE FUND'S INVESTMENTS. VOLATILITY AND INSTABILITY IN THE SECURITIES MARKETS MAY ALSO INCREASE THE RISKS INHERENT IN THE FUND'S INVESTMENTS. THE ABILITY OF COMPANIES OR BUSINESSES IN WHICH THE FUND MAY INVEST TO REFINANCE DEBT SECURITIES MAY DEPEND ON THEIR ABILITY TO SELL NEW SECURITIES IN THE HIGH YIELD DEBT OR BANK FINANCING MARKETS, WHICH AT CERTAIN POINTS OVER THE LAST SEVERAL YEARS HAVE BEEN EXTRAORDINARILY DIFFICULT TO ACCESS AT FAVORABLE RATES. INTEREST RATE CHANGES MAY AFFECT THE VALUE OF A DEBT INSTRUMENT INDIRECTLY (ESPECIALLY IN THE CASE OF FIXED RATE SECURITIES) AND DIRECTLY (ESPECIALLY IN THE CASE OF INSTRUMENTS WHOSE RATES ARE ADJUSTABLE). IN GENERAL, RISING INTEREST RATES WILL NEGATIVELY IMPACT THE PRICE OF A FIXED RATE DEBT INSTRUMENT AND FALLING INTEREST RATES WILL HAVE A POSITIVE EFFECT ON PRICE. ADJUSTABLE RATE INSTRUMENTS ALSO REACT TO INTEREST RATE CHANGES IN A SIMILAR MANNER ALTHOUGH GENERALLY TO A LESSER DEGREE (DEPENDING, HOWEVER, ON THE CHARACTERISTICS OF THE RESET TERMS, INCLUDING THE INDEX CHOSEN, FREQUENCY OF RESET AND RESET CAPS OR FLOORS, AMONG OTHER FACTORS). INTEREST RATE SENSITIVITY IS GENERALLY MORE PRONOUNCED AND LESS PREDICTABLE IN INSTRUMENTS WITH UNCERTAIN PAYMENT OR PREPAYMENT SCHEDULES. THE FUND MAY ALSO INVEST IN FLOATING-RATE DEBT SECURITIES, FOR WHICH DECREASES IN INTEREST RATES MAY HAVE A NEGATIVE EFFECT ON VALUE. ANY DETERIORATION OF THE GLOBAL DEBT MARKETS, ANY POSSIBLE FUTURE FAILURES OF CERTAIN FINANCIAL SERVICES COMPANIES AND ANY SIGNIFICANT RISE IN MARKET PERCEPTION OF COUNTERPARTY DEFAULT RISK WILL LIKELY SIGNIFICANTLY REDUCE INVESTOR DEMAND AND LIQUIDITY FOR INVESTMENT GRADE, HIGH-YIELD AND SENIOR BANK DEBT, WHICH IN TURN IS LIKELY TO LEAD SOME INVESTMENT BANKS AND OTHER LENDERS TO BE UNWILLING OR SIGNIFICANTLY LESS WILLING TO FINANCE NEW INVESTMENTS OR TO ONLY OFFER COMMITTED FINANCING FOR INVESTMENTS ON LESS FAVORABLE TERMS THAN HAD BEEN PREVAILING IN THE PAST. THE FUND'S ABILITY TO GENERATE ATTRACTIVE INVESTMENT RETURNS MAY BE ADVERSELY AFFECTED TO THE EXTENT THE FUND IS UNABLE TO OBTAIN FAVORABLE FINANCING TERMS FOR ITS INVESTMENTS. 21#22PREPARED FOR CRPTF. PRIVATE AND CONFIDENTIAL. Certain Risk Factors and Potential Conflicts of Interest ICG CERTAIN OF THE FUND'S DEBT INVESTMENTS WILL HAVE VARIABLE INTEREST RATES THAT RESET PERIODICALLY BASED ON BENCHMARKS SUCH AS LIBOR, SOFR AND THE PRIME RATE, SO AN INCREASE IN INTEREST RATES FROM THEIR HISTORICALLY LOW PRESENT LEVELS MAY MAKE IT MORE DIFFICULT FOR ISSUERS TO SERVICE THEIR OBLIGATIONS UNDER THE DEBT INVESTMENTS THAT THE FUND WILL HOLD. (SEE ALSO "LIBOR AND OTHER 'IBOR' RATES".) IN LIGHT OF RISING INFLATION, MANY ECONOMISTS EXPECT THAT THE U.S. FEDERAL RESERVE WILL CONTINUE TO RAISE INTEREST RATES, AS IT HAS ALREADY DONE A NUMBER OF TIMES IN 2022. AS INTEREST RATES INCREASE, PERIODIC INTEREST OBLIGATIONS OWED BY THE RELATED OBLIGORS WILL ALSO INCREASE AND SOME OBLIGORS MAY NOT BE ABLE TO MAKE THE INCREASED INTEREST PAYMENTS ON THE LOANS OR REFINANCE THEIR BALLOON AND BULLET LOANS, RESULTING IN PAYMENT DEFAULTS. CONVERSELY IF INTEREST RATES DECLINE, UNDERLYING OBLIGORS MAY REFINANCE THEIR LOANS AT LOWER INTEREST RATES WHICH COULD SHORTEN THE AVERAGE LIFE OF THE INVESTMENTS. IN ADDITION, TO THE EXTENT THE FUND BORROWS MONEY TO MAKE INVESTMENTS, ITS RETURNS WILL DEPEND, IN PART, UPON THE DIFFERENCE BETWEEN THE RATE AT WHICH IT BORROWS FUNDS AND THE RATE AT WHICH IT INVESTS THOSE FUNDS. AS A RESULT, THERE CAN BE NO ASSURANCE THAT A SIGNIFICANT CHANGE IN MARKET INTEREST RATES WILL NOT HAVE A MATERIAL ADVERSE EFFECT ON THE FUND'S NET INVESTMENT INCOME TO THE EXTENT IT USES DEBT TO FINANCE ITS INVESTMENTS. IN PERIODS OF RISING INTEREST RATES, THE FUND'S COST OF FUNDS WOULD INCREASE, WHICH COULD REDUCE ITS NET INVESTMENT INCOME. FACTORS THAT MAY AFFECT MARKET INTEREST RATES INCLUDE, WITHOUT LIMITATION, INFLATION, SLOW OR STAGNANT ECONOMIC GROWTH OR RECESSION, UNEMPLOYMENT, MONEY SUPPLY, GOVERNMENTAL MONETARY POLICIES, INTERNATIONAL DISORDERS AND INSTABILITY IN DOMESTIC AND FOREIGN FINANCIAL MARKETS. IN PARTICULAR, CHANGES IN GOVERNMENT OR CENTRAL BANK POLICY, INCLUDING CHANGES IN TAX POLICY OR CHANGES IN A CENTRAL BANK'S IMPLEMENTATION OF SPECIFIC POLICY GOALS (INCLUDING WITH RESPECT TO LIQUIDITY PROGRAMS), MAY HAVE A SUBSTANTIAL IMPACT ON INTEREST RATES. THE FUND EXPECTS THAT IT MAY PERIODICALLY EXPERIENCE IMBALANCES IN THE INTEREST RATE SENSITIVITIES OF ITS ASSETS AND LIABILITIES AND THE RELATIONSHIPS OF VARIOUS INTEREST RATES TO EACH OTHER. IN A CHANGING INTEREST RATE ENVIRONMENT, THE FUND MAY NOT BE ABLE TO MANAGE THIS RISK EFFECTIVELY. IF THE FUND IS UNABLE TO MANAGE INTEREST RATE RISK EFFECTIVELY, THE FUND'S PERFORMANCE COULD BE ADVERSELY AFFECTED. WHILE THE FUND MAY SEEK TO DO SO, IT IS NOT REQUIRED TO HEDGE ITS INTEREST RATE RISK OR MAINTAIN A BALANCE BETWEEN FLOATING RATE ASSETS AND LIABILITIES. ANY DECLINES IN INTEREST RATES WILL GENERALLY NEGATIVELY IMPACT YIELDS, AND ALTHOUGH AN INCREASE IN INTEREST RATES MAY FAVORABLY AFFECT THE FUND'S INVESTMENT ACTIVITIES, SUCH AN INCREASE MAY CAUSE THE VALUE OF ANY INVESTMENTS THAT ARE BASED ON FIXED RATES OR WHICH DO NOT ADJUST TO ADEQUATELY REFLECT THE INCREASE IN INTEREST RATES GENERALLY, TO DECLINE IN VALUE RELATIVE TO OTHER DEBT INVESTMENTS THAT REFLECT SUCH INTEREST RATE CHANGES. CREDIT RISK. ONE OF THE FUNDAMENTAL RISKS ASSOCIATED WITH THE FUND'S INVESTMENTS IS CREDIT RISK, WHICH IS THE RISK THAT AN ISSUER WILL BE UNABLE OR UNWILLING TO MAKE PRINCIPAL AND INTEREST PAYMENTS ON ITS OUTSTANDING DEBT OBLIGATIONS WHEN DUE. THE FUND'S RETURN TO LIMITED PARTNERS WOULD BE ADVERSELY IMPACTED IF AN ISSUER OF DEBT IN WHICH THE FUND INVESTS BECOMES UNABLE TO MAKE SUCH PAYMENTS WHEN DUE. MANY OF THE FUND'S INVESTMENTS ARE EXPECTED TO BE IN SUBORDINATED DEBT SECURITIES, LEVERAGED LOANS, MARKETABLE AND NON-MARKETABLE COMMON AND PREFERRED EQUITY SECURITIES AND OTHER UNSECURED INVESTMENTS, EACH OF WHICH INVOLVES A HIGHER DEGREE OF RISK THAN SENIOR SECURED LOANS. THERE ARE VARYING SOURCES OF STATISTICAL DEFAULT AND RECOVERY RATE DATA FOR LEVERAGED LOANS AND NUMEROUS METHODS FOR MEASURING DEFAULT AND RECOVERY RATES. THE HISTORICAL PERFORMANCE OF THE LEVERAGED LOAN MARKET IS NOT NECESSARILY INDICATIVE OF ITS FUTURE PERFORMANCE. THE FUND MAY ALSO MAKE SOME INVESTMENTS THAT THE GENERAL PARTNER BELIEVES ARE SECURED BY SPECIFIC COLLATERAL THE VALUE OR ENTERPRISE VALUE OF WHICH MAY INITIALLY EXCEED THE PRINCIPAL AMOUNT OF SUCH INVESTMENTS OR THE FUND'S FAIR VALUE OF SUCH INVESTMENTS, ALTHOUGH THERE CAN BE NO ASSURANCE THAT THE LIQUIDATION OF ANY SUCH COLLATERAL OR ENTERPRISE VALUE WOULD SATISFY THE BORROWER'S OBLIGATION IN THE EVENT OF NON-PAYMENT OF SCHEDULED INTEREST OR PRINCIPAL PAYMENTS WITH RESPECT TO SUCH INVESTMENT, OR THAT SUCH COLLATERAL COULD BE READILY LIQUIDATED. IN ADDITION, IN THE EVENT OF BANKRUPTCY OF A BORROWER, THE FUND COULD EXPERIENCE DELAYS OR LIMITATIONS WITH RESPECT TO ITS ABILITY TO REALIZE THE BENEFITS OF THE COLLATERAL SECURING AN INVESTMENT, WHICH COULD ADVERSELY AFFECT THE FUND'S INVESTMENT THEREIN. UNDER CERTAIN CIRCUMSTANCES, COLLATERAL SECURING AN INVESTMENT MAY BE RELEASED WITHOUT THE CONSENT OF THE FUND. MOREOVER, THE FUND'S INVESTMENTS IN SECURED DEBT MAY BE UNPERFECTED FOR A VARIETY OF REASONS, INCLUDING THE FAILURE TO MAKE REQUIRED FILINGS BY LENDERS AND, AS A RESULT, THE FUND MAY NOT HAVE PRIORITY OVER OTHER CREDITORS AS ANTICIPATED. FURTHERMORE, THE FUND'S RIGHT TO PAYMENT AND ITS SECURITY INTEREST, IF ANY, MAY BE SUBORDINATED TO THE PAYMENT RIGHTS AND SECURITY INTERESTS OF THE SENIOR LENDER WITH RESPECT TO SOME OR ALL OF THE ASSETS OF AN UNDERLYING OBLIGOR, TO THE EXTENT APPLICABLE. CERTAIN OF THESE INVESTMENTS MAY HAVE AN INTEREST-ONLY PAYMENT SCHEDULE, WITH THE PRINCIPAL AMOUNT REMAINING OUTSTANDING AND AT RISK UNTIL THE MATURITY OF THE INVESTMENT. IN ADDITION, CERTAIN INSTRUMENTS MAY PROVIDE FOR PAYMENTS-IN-KIND, WHICH HAVE A SIMILAR EFFECT OF DEFERRING CURRENT CASH PAYMENTS. IN SUCH CASES, A PORTFOLIO COMPANY'S ABILITY TO REPAY THE PRINCIPAL OF AN INVESTMENT MAY BE DEPENDENT UPON A LIQUIDITY EVENT OR THE LONG- TERM SUCCESS OF THE COMPANY, THE OCCURRENCE OF WHICH IS UNCERTAIN. WITH RESPECT TO THE FUND'S INVESTMENTS IN ANY NUMBER OF CREDIT PRODUCTS, IF THE BORROWER OR ISSUER BREACHES ANY OF THE COVENANTS OR RESTRICTIONS UNDER THE INDENTURE GOVERNING NOTES OR THE CREDIT AGREEMENT THAT GOVERNS LOANS OF SUCH ISSUER OR BORROWER, IT COULD RESULT IN A DEFAULT UNDER THE APPLICABLE INDEBTEDNESS AS WELL AS THE INDEBTEDNESS HELD BY THE FUND. SUCH DEFAULT MAY ALLOW THE CREDITORS TO ACCELERATE THE RELATED DEBT AND MAY RESULT IN THE ACCELERATION OF ANY OTHER DEBT TO WHICH A CROSS-ACCELERATION OR CROSS-DEFAULT PROVISION APPLIES. THIS COULD RESULT IN AN IMPAIRMENT OR LOSS OF THE FUND'S INVESTMENT OR RESULT IN A PRE-PAYMENT (IN WHOLE OR IN PART) OF THE FUND'S INVESTMENT. SIMILARLY, WHILE THE FUND WILL GENERALLY TARGET INVESTING IN COMPANIES IT BELIEVES ARE OF HIGH QUALITY, THESE COMPANIES COULD STILL PRESENT A HIGH DEGREE OF BUSINESS AND CREDIT RISK. COMPANIES IN WHICH THE FUND INVESTS COULD DETERIORATE AS A RESULT OF, AMONG OTHER FACTORS, AN ADVERSE DEVELOPMENT IN THEIR BUSINESS, A CHANGE IN THE COMPETITIVE ENVIRONMENT OR THE CONTINUATION OR WORSENING OF THE CURRENT (OR ANY FUTURE) ECONOMIC AND FINANCIAL MARKET DOWNTURNS AND DISLOCATIONS. AS A RESULT, COMPANIES THAT THE FUND EXPECTED TO BE STABLE OR IMPROVE MAY OPERATE, OR EXPECT TO OPERATE, AT A LOSS OR HAVE SIGNIFICANT VARIATIONS IN OPERATING RESULTS, MAY REQUIRE SUBSTANTIAL ADDITIONAL CAPITAL TO SUPPORT THEIR OPERATIONS OR MAINTAIN THEIR COMPETITIVE POSITION, OR MAY OTHERWISE HAVE A WEAK FINANCIAL CONDITION OR BE EXPERIENCING FINANCIAL DISTRESS. IN ADDITION, EXOGENOUS FACTORS SUCH AS FLUCTUATIONS OF THE EQUITY MARKETS ALSO COULD RESULT IN SECURITIES OR INSTRUMENTS OWNED BY THE FUND BECOMING WORTHLESS. 22#23ICG Important Information 23#24PREPARED FOR CRPTF. PRIVATE AND CONFIDENTIAL. Important Information ICG IMPORTANT DISCLOSURE INFORMATION THE INFORMATION IN THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SOLICITATION OF AN OFFER TO SELL, SUBSCRIBE FOR OR BUY ANY SECURITIES OR THE SOLICITATION THEREOF. NO. OFFER OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS (PRIVATE PLACEMENT MEMORANDUM) MEETING THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, THE INVESTMENT ADVISORS ACT OF 1940 AND THE SECURITIES ACT OF 1933, AS AMENDED. FOR INSTITUTIONAL/PROFESSIONAL/ACCREDITED INVESTORS ONLY. THIS DOCUMENT IS BEING PROVIDED TO YOU BY THE SUBSIDIARIES OR AFFILIATES OF INTERMEDIATE CAPITAL GROUP PLC ("ICG", AND TOGETHER WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, MEMBERS, SHAREHOLDERS, ADVISERS AND AGENTS, AS THE CONTEXT REQUIRES, "THE ICG PARTIES") ON A STRICTLY CONFIDENTIAL BASIS AND NO PART MAY BE REPRODUCED OR REDISTRIBUTED IN ANY FORM, BY ANY MEANS WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF ICG. THIS DOCUMENT IS INTENDED ONLY FOR INFORMATION PURPOSES AND CONVENIENT REFERENCE AND DOES NOT CREATE ANY LEGALLY BINDING OBLIGATION ON ANY OF THE ICG PARTIES. THE ICG PARTIES EXPRESSLY DISCLAIM ANY LIABILITY FOR THE USE, MISUSE, OR DISTRIBUTION OF THIS INFORMATION TO UNAUTHORISED RECIPIENTS. THIS DOCUMENT: (I) IS NOT INTENDED AS AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANY SECURITY OR FINANCIAL INSTRUMENT; (II) IS NOT TO BE RELIED UPON IN EVALUATING THE MERITS OF INVESTING IN ANY SECURITIES; AND (III) IS PROVIDED SOLELY AS REFERENCE MATERIAL FOR BACKGROUND PURPOSES. YOU SHOULD BE AWARE THAT INVESTING IN A VEHICLE MANAGED OR ADVISED BY ICG (AN "ICG ACCOUNT") INVOLVES A HIGH DEGREE OF RISK, AND THERE CAN BE NO ASSURANCE THAT AN ICG ACCOUNT'S INVESTMENT OBJECTIVE WILL BE ACHIEVED OR THAT YOU WILL RECEIVE A RETURN ON YOUR CAPITAL. THE POSSIBILITY OF PARTIAL OR TOTAL LOSS OF CAPITAL FROM AN INVESTMENT IN AN ICG ACCOUNT WILL EXIST AND YOU MUST BE PREPARED TO BEAR SUCH LOSSES. YOU SHOULD REFRAIN FROM INVESTING IN AN ICG ACCOUNT UNLESS YOU FULLY UNDERSTAND ALL THE RISKS INVOLVED AND YOU INDEPENDENTLY DETERMINE THAT THE INVESTMENT IS SUITABLE FOR YOU. ICG IS NOT YOUR DESIGNATED INVESTMENT ADVISOR. CG MAY ENCOUNTER POTENTIAL CONFLICTS OF INTEREST IN CONNECTION WITH THE ACTIVITIES OF AN ICG FUND. PLEASE SEE THE APPLICABLE ICG ACCOUNT'S OFFERING OR CONSTITUTIONAL DOCUMENTS FOR ADDITIONAL INFORMATION (THE "OFFERING DOCUMENTS"), WHICH MAY BE FURNISHED TO QUALIFIED INVESTORS ON A CONFIDENTIAL BASIS AT THEIR REQUEST FOR THEIR CONSIDERATION IN CONNECTION WITH SUCH OFFERING. THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE OFFERING DOCUMENTS, WHICH MAY CONTAIN ADDITIONAL INFORMATION ABOUT THE INVESTMENT OBJECTIVE, TERMS AND CONDITIONS OF AN INVESTMENT IN THE ICG ACCOUNT AND MAY ALSO CONTAIN TAX INFORMATION AND RISK AND CONFLICT OF INTEREST DISCLOSURES THAT ARE IMPORTANT TO ANY INVESTMENT DECISION REGARDING THE ICG ACCOUNT. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THE OFFERING DOCUMENTS AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ANY OF THE ICG PARTIES. A PROSPECTIVE INVESTOR SHOULD NOT INVEST IN ANY ICG ACCOUNT UNLESS SATISFIED THAT IT (ALONE OR TOGETHER WITH ITS INVESTMENT REPRESENTATIVE) HAS ASKED FOR AND RECEIVED ALL INFORMATION THAT WOULD ENABLE THE INVESTOR (OR BOTH OF THEM) TO EVALUATE THE MERITS AND RISKS OF THE PROPOSED INVESTMENT. ALTHOUGH CERTAIN INFORMATION HAS BEEN OBTAINED FROM, AND IS BASED UPON SOURCES THAT WE CONSIDER RELIABLE, NONE OF THE ICG PARTIES GUARANTEE ITS ACCURACY, AND IT MAY BE INCOMPLETE OR CONDENSED. ALL OPINIONS, PROJECTIONS AND ESTIMATES CONSTITUTE THE JUDGEMENT OF THE ICG PARTIES, AS OF THE DATE OF THE DOCUMENT AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE ICG PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO THE FAIRNESS, CORRECTNESS, ACCURACY OR COMPLETENESS OF THIS DOCUMENT. THE ICG PARTIES ACCEPT NO RESPONSIBILITY FOR ANY LOSS ARISING FOR ANY ACTION TAKEN OR NOT TAKEN BY ANYONE USING THE INFORMATION CONTAINED HEREIN. THIS DOCUMENT IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGMENT. ICG MAY HAVE ISSUED, AND MAY IN THE FUTURE ISSUE, OTHER COMMUNICATIONS THAT ARE INCONSISTENT WITH, AND REACH DIFFERENT CONCLUSIONS FROM, THE INFORMATION CONTAINED HEREIN. THIS DOCUMENT REFLECTS THE DIFFERENT ASSUMPTIONS, VIEWS AND ANALYTICAL METHODS OF THE ANALYSTS WHO PREPARED THEM AND ICG IS UNDER NO OBLIGATION TO ENSURE THAT SUCH COMMUNICATIONS ARE BROUGHT TO THE ATTENTION OF ANY RECIPIENT OF THIS DOCUMENT. PAST PERFORMANCE SHOULD NOT BE TAKEN AS AN INDICATION OR GUARANTEE REGARDING FUTURE PERFORMANCE, AND NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED IS MADE REGARDING FUTURE PERFORMANCE. MOREOVER, CERTAIN INFORMATION CONTAINED HEREIN CONSTITUTE "FORWARD-LOOKING STATEMENTS," WHICH MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL", "SHOULD," "EXPECT," "ANTICIPATE," "TARGET," "PROJECT," "FORECAST," "ESTIMATE," "INTEND," "CONTINUE" OR "BELIEVE," OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. ANY FORWARD-LOOKING STATEMENTS OR RESULTS IN THIS PRESENTATION ARE BASED UPON CURRENT ASSUMPTIONS, MAY BE SIMPLIFIED AND MAY DEPEND ON EVENTS OUTSIDE ICG'S CONTROL. DUE TO VARIOUS RISKS AND UNCERTAINTIES ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE FUND MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. STATEMENTS HEREIN ARE MADE AS OF THE DATE HEREOF UNLESS STATED OTHERWISE HEREIN. NORTH AMERICA THIS DOCUMENT HAS BEEN ISSUED AND APPROVED FOR DISTRIBUTION WHERE RELEVANT BY INTERMEDIATE CAPITAL GROUP, INC, WHICH IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE US INVESTMENT ADVISERS ACT 1940 AND RELIES ON THE FORM ADV OF ITS AFFILIATE, INTERMEDIATE CAPITAL GROUP, INC., A REGISTERED INVESTMENT ADVISER, TO EFFECT ITS REGISTRATION. ADDITIONAL INFORMATION ABOUT INTERMEDIATE CAPITAL GROUP INC. AND ICG NORTH AMERICAN PRIVATE DEBT ADVISORS LLC IS AVAILABLE IN PART 2A OF THE FORM ADV OF INTERMEDIATE CAPITAL GROUP, INC. A COPY OF THE FORM ADV IS AVAILABLE ON THE SEC'S INVESTMENT ADVISER PUBLIC DISCLOSURE (IAPD) WEBSITE AT WWW.ADVISERINFO.SEC.GOV. THIS DOCUMENT IS BEING SENT ONLY TO (A) QUALIFIED INSTITUTIONAL BUYERS OR INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF REGULATION D UNDER THE U.S. SECURITIES ACT OF 1933 WHO ARE ALSO QUALIFIED PURCHASERS WITHIN THE MEANING OF SECTION 3(C) (7) OF THE U.S. INVESTMENT COMPANY ACT OF 1940 OR (B) NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933. RECIPIENTS OF THIS DOCUMENT MUST INFORM THEMSELVES ABOUT AND OBSERVE ALL RELEVANT LEGAL AND REGULATORY REQUIREMENTS. NONE OF THE INFORMATION CONTAINED HEREIN HAS BEEN FILED WITH THE SEC, ANY U.S. OR NON-U.S. SECURITIES REGULATOR OR SELF-REGULATORY AUTHORITY AND NONE OF THE SEC, ANY U.S. OR NON-U.S. SECURITIES REGULATOR OR SELF- REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED, PASSED ON, OR ENDORSED, THE MERITS OF THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR THE AVOIDANCE OF DOUBT, THIS DOCUMENT WILL NOT BE ISSUED TO OR DIRECTED AT, AND ANY INVESTMENT IN AN ICG FUND WILL NOT BE AVAILABLE TO, PERSONS IN ANY COUNTRY WHERE SUCH ACTIONS WOULD BE CONTRARY TO LOCAL LAWS OR REGULATIONS IN THAT RELEVANT COUNTRY. THIS DOCUMENT IS NOT INTENDED FOR DISTRIBUTION TO OR USE BY ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LOCAL LAW OR REGULATION. THIS DOCUMENT IS NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED UPON, FOR ACCOUNTING, LEGAL, TAX ADVICE OR INVESTMENT RECOMMENDATIONS. YOU SHOULD CONSULT YOUR TAX, LEGAL, ACCOUNTING OR OTHER ADVISORS ABOUT THE ISSUES DISCUSSED HEREIN. FOR THE AVOIDANCE OF DOUBT, THIS DOCUMENT WILL NOT BE ISSUED TO OR DIRECTED AT, AND ANY INVESTMENT IN AN ICG FUND WILL NOT BE AVAILABLE TO, PERSONS IN ANY COUNTRY WHERE SUCH ACTIONS WOULD BE CONTRARY TO LOCAL LAWS OR REGULATIONS IN THAT RELEVANT COUNTRY. THIS DOCUMENT IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LOCAL LAW OR REGULATION. TRADEMARK DISCLAIMER: ALL COMPANY NAMES AND LOGOS ARE TRADEMARKS ARE OWNED BY THEIR RESPECTIVE HOLDERS. USE OF THEM HEREIN DOES NOT IMPLY ANY AFFILIATION WITH OR ENDORSEMENT BY THEM. ID: COD00001312 24