Management Agreement

The Company on behalf of each Series entered into the Management Agreement with the Manager on September 2, 2025. Under the Management Agreement, the Manager is responsible for identifying, assessing, and overseeing the Company’s investment opportunities. The Manager also provides recommendations to the Principal Committee (or a member thereof) acting on behalf of Series II regarding the acquisition, management, financing, and sale of the Company’s assets (including the Infrastructure Assets), in alignment with the Company’s objectives, guidelines, policies, and limitations.

Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 0.75% per annum of the month-end NAV attributable to Class F-S Shares, Class F-D Shares, Class F-I Shares, Class F-J Shares, Class F-S_TE Shares, Class F-D_TE Shares, Class F-I_TE Shares and Class F-J_TE Shares; and (ii) 1.25% per annum of the month-end NAV attributable to Class S Shares, Class D Shares, Class I Shares, Class J Shares, Class S_TE Shares, Class D_TE Shares, Class I_TE Shares and Class J_TE Shares.

Class E Shares and Class E_TE Shares do not incur a Management Fee.

The Management Fee is calculated based on the Company’s transactional NAV, which is the price at which the Company sells and redeems its Shares, and is computed before giving effect to any accruals for other fees and expenses.

The Manager earned a Management Fee of $556,484 and $929,209, for the three and six months ended June 30, 2026, respectively, none of which has been paid to the Manager as of June 30, 2026. The Manager did not earn a Management Fee for the period from the Funding Date to June 30, 2025.

Performance Participation Allocation

Performance Participation Allocation means the performance participation allocation to be received by the Manager equal to 12.5% of the Total Return attributable to Investor Shares, subject to a 5.0% annual Hurdle Amount and a High Water Mark with a 100% Catch-Up (each term defined in the LLC Agreement). Such allocation is measured and allocated or paid annually and accrued monthly (subject to pro-rating for partial periods).

Such Performance Participation Allocation is calculated based on transactional NAV, which is used to determine the price at which the Company sells and redeems Shares. The Class E Shares and Class E_TE Shares do not bear any Performance Participation Allocation, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which results in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares. To avoid duplication, Class I-type Shares bear their proportional share of the Performance Participation Allocation indirectly based on their proportional interest in the same class of Investor Shares directly subject to such Performance Participation Allocation.

Specifically, promptly following the end of each “Reference Period” (means the applicable year beginning on October 1 and ending on September 30 of the next succeeding year; provided, that the initial Reference Period shall be the period from July 1, 2025 to September 30, 2026), the Manager is allocated a Performance Participation Allocation in an amount equal to:

The Manager is allocated a Performance Participation Allocation with respect to all Investor Shares that are redeemed in connection with redemptions of Shares, in an amount calculated as described above, with the relevant period being the portion of the Reference Period for which such Shares were outstanding, and proceeds for any such Share redemptions are reduced by the amount of the applicable Performance Participation Allocation.

The Manager may elect to receive the Performance Participation Allocation in cash, Class E Shares, or other beneficial interests or Shares in any Intermediate Entities, or any other class of Shares in the Manager’s sole discretion. If the Performance Participation Allocation is paid in Class E Shares, such Shares may be redeemed at the Manager’s request and are subject to the redemptions limitations of the share redemption program.

The Manager accrued a Performance Participation Allocation of $44,204 and $1,712,216 for the three and six months ended June 30, 2026, respectively, none of which has been paid to the Manager as of June 30, 2026. The Manager did not accrue a Performance Participation Allocation for the period from the Funding Date to June 30, 2025.

Expense Limitation and Reimbursement Agreement

The Company, on behalf of each Series, entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager on August 11, 2025, pursuant to which the Manager agreed to forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company (and in turn each Series), to the extent necessary through and including June 30, 2026, so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month. The Company, on behalf of each Series, agreed to carry forward the amount of any forgone management fee and/or expenses paid, absorbed or reimbursed by the Manager, when and if requested by the Manager, within five years from the end of the month in which the Manager waived or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only if and to the extent that Specified Expenses plus any recoupment do not exceed 0.75% of the Company’s net assets at the end of each calendar month. The Manager is permitted to recapture a Specified Expense in the same year it is incurred. “Specified Expenses” is defined to include all expenses incurred in the business of the Company and each Series, including organizational and offering costs and any costs associated with the transfer of a warehoused Infrastructure Asset to the Company, with the exception of (i) the management fee, (ii) the performance participation allocation, (iii) the servicing fee, (iv) Infrastructure Asset level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, in each case, accrued on or after the Company acquires its first Infrastructure Asset(s) (the “Initial Close”), (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (vii) taxes, (viii) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees, officers and directors of the Company) accrued on or after the Initial Close, (ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of the Manager).

The Manager agreed to reimburse expenses of $4,409,942 and $6,371,865 incurred by Series II for the six months ended June 30, 2026 and for the period from the Funding Date to December 31, 2025, respectively, pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within a five-year period. As of June 30, 2026 and December 31, 2025, the Company recorded $1,667,568 and $4,360,335, respectively, as Due from Manager.

The Manager believes that it is not probable for Series II to be required to reimburse the expenses waived by the Manager.

Investment related expenses

For the six months ended June 30, 2026, Series II accrued $278,813 representing its allocated share of deal sourcing and unconsummated transaction costs incurred by affiliated ISQ funds, including ISQ Global Infrastructure Fund III, ISQ Global Infrastructure Fund IV, and ISQ Global Infrastructure Credit Fund II (collectively, the “Affiliated Funds”). These costs relate to investment sourcing, diligence, and underwriting activities performed by the Affiliated Funds in the ordinary course of evaluating potential investments. For the period from the Funding Date to June 30, 2025, Series II did not accrue any investment related expenses.

Series II invests alongside the Affiliated Funds and expects to have the opportunity to participate in all future investments that meet the investment criteria of the Company. As such, the Company participates in the costs associated with sourcing future investments. The expenses are recognized in the period in which the underlying costs are incurred by the Affiliated Funds.

For the three and six months ended June 30, 2026, Series II recorded $412,002 and $553,255, of broken deal expenses in the Unaudited Consolidated Statements of Operations, respectively. For the period from the Funding Date to June 30, 2025, Series II did not record any amounts.

Organizational Expenses and Offering Expenses

Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish Series II and enable it legally to do business. Organizational expenses are paid by the Manager, subject to potential recoupment. For the three months ended June 30, 2026 and June 30, 2025, Series II incurred organizational expenses of $0 and $590,533, respectively, related to legal, accounting, regulatory filings, and other out-of-pocket costs associated with the formation of Series II and its intermediate entities. For the six months ended June 30, 2026, and for the period from the Funding Date to June 30, 2025, Series II incurred organizational expenses of $0 and $1,657,772, respectively, associated with the formation of Series II and its intermediate entities. Certain of these organizational expenses were initially paid by the Manager on behalf of Series II.

Pursuant to the Company’s governing documents, the Company reimburses the Manager for organizational expenses incurred prior to the commencement of operations, subject to the terms of the Expense Limitation Agreement.

Offering expenses include registration fees and legal fees regarding the preparation of the general form of registration of securities. Offering expenses are accounted for as deferred costs until operations begin. Offering expenses are then amortized over the first twelve months of operations on a straight-line basis. For the six months ended June 30, 2026, Series II did not incur any offering expenses. For the period from the Funding Date to June 30, 2025, Series II incurred $1,411,303 in offering expenses. For the three and the six months ended June 30, 2026, Series II amortized $441,226 and $882,452 of deferred offering expenses, respectively.

Purchase of Investments

For the six months ended June 30, 2026, Series II acquired Liberty Tire Recycling LLC, Cube Safety Holdco Limited, Kio Networks, and ISQ Orchid Fund, L.P. at total costs of $40,195,508, $19,480,438, $10,000,000, and $18,000,000, respectively, from affiliates who are advised by affiliates of the Manager. Series II also acquired additional equity interests in Transport Equipment Network, Entek Technology Holdings LLC, and Ezee Fiber Texas LLC. These were acquired at total costs of $22,420,955, $25,570,193, and $2,800,000, respectively. These investments were each acquired at the affiliate’s cost, aside from Kio Networks and Transport Equipment Network, which were acquired at fair value.

For the three and six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, there were $560,668, $1,151,137, and $0, respectively, of warehousing interest costs, and are included in the interest and loan related fees in the Unaudited Consolidated Statement of Operations. Warehousing interest costs are charged by the affiliate at the interest rate incurred on the underlying third-party warehouse facility used to finance the investment prior to acquisition by Series II. Such facilities bear interest at a spread over the applicable benchmark rate for the currency of the borrowing. The costs are included in the Expense Limitation Reimbursement Agreement as reimbursable expenses.

Other Related Party Transactions

For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, the Manager provided certain Manager Support Services and Operational Service Costs (as defined in the relevant Limited Partnership Agreements) to portfolio companies of Series II. In connection with the aforementioned arrangement, the Manager has the ability to charge the portfolio companies of Series II for such Manager Support Services and Operational Service Costs. Such fees exclude any board or related fees and incentives paid by portfolio companies directly to Operating Advisors.

For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, there were $304 and $0, respectively, of Manager Support Services and Operational Service Costs charged to Series II and its portfolio companies. As of June 30, 2026 and December 31, 2025, $304 and $849, respectively, was payable to the Manager, mainly related to Manager Support Services and Operational Service Costs. The Manager charged a pro-rata portion of such Manager Support Services and Operational Service Costs to the co-investment vehicles.

Series II investments are co-invested with other affiliated I Squared entities, as further detailed in the Unaudited Consolidated Schedule of Investments.

The Manager and/or its affiliates may provide services to other investment funds and co-investment vehicles that may have similar strategies as the Company.

In addition, at times, I Squared and its portfolio companies utilize the services of the same service provider. Such services are generally invoiced separately by the service provider to each party for their allocable services. For services invoiced solely to I Squared Capital but which also benefited the portfolio companies, I Squared’s policy is to allocate based on the time and efforts associated with the services performed.

For the three and six months ended June 30, 2026, the Manager incurred certain travel and entertainment expenses on behalf of Series II. These expenses were recharged to Series II as part of the normal course of operations and are reflected within the Unaudited Consolidated Statement of Operations as $395,791 and $401,842, respectively, recorded in travel and entertainment expenses. For the period from the Funding Date to June 30, 2025, the Manager did not incur any travel and entertainment expenses on behalf of Series II.

Series II incurred certain operating expenses related to services provided by personnel of the Manager and/or its affiliates. For the three and six months ended June 30, 2026, these expenses were $553,554 and $940,150 for Series II, respectively, and are included in Professional fees in the Unaudited Consolidated Statements of Operations. For the period from the Funding Date to June 30, 2025, Series II did not incur any such expenses.

Affiliate Capital Contributions

For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, affiliate investors contributed $2,744,000 and $0, respectively, to Series II in exchange for Class E shares.