AEA QP Advisers LLC

Item 5 - FEES AND COMPENSATION

        Fee Schedules

Prospective investors are advised that there are differences between the fee structures for different
products so investors should review the applicable fund documents for details regarding the fee
structures summarized below. Advisers are compensated for their advisory services as follows:

                                      Private Equity Programs

Funds. Except as set forth below with respect to the Participant Programs (as described below),
the Clients comprising the Funds of the Private Equity Program pay an annual management fee
(and investors in the Fund bear those fees indirectly). During the commitment period, the
management fee is based on a Client’s aggregate non-AEA affiliated commitments, depending on
the terms of a particular Fund. These management fees are waived or offset in certain cases, as
described further in “Other Fees and Expenses,” below. After the end of the commitment period,
the annual management fee is generally calculated based on funded capital, less capital returned
to investors and as adjusted for any permanent write downs in the value of investments. As a
general matter, management fees will be payable until the final liquidation of the Fund unless
otherwise agreed with investors. The profits of the Clients are allocated such that the general
partner of the Client is entitled, in addition to its investment interest, to a carried interest, assuming
that a specified preferred return is achieved.

Participant Programs. Certain of the Funds in the legacy (pre-2012) AEA Middle Market Private
Equity Programs are commitment-based Funds which we refer to as the “Participant Programs.”
The investors in the Participant Programs (the “Participants”) pay an annual management fee to
the Advisers, which is based on committed capital during the investment period and thereafter
funded capital, less capital returned to investors and as adjusted for any permanent write downs in
the value of investments. These management fees are generally not subject to offset or waiver.
The profits of the Participant Programs are allocated such that persons associated with the Advisers
(AEA personnel) are entitled, in addition to their investment interests, to a carried interest. The
carried interest is approximately equal to 10% of distributions on each investment made under the
Participant Program; however, the allocation of profits depends on the performance of each
particular investment. There is no preferred return hurdle for the Participant Programs.

                                Other Private Equity Fund Vehicles

Certain opportunity fund vehicles have been, and may in the future be, created that have a different
fee structure than what is stated above. With respect to the IDF, where the IDF invests in the Funds
as a limited partner, AEA receives management fees and carried interest in accordance with the
governing documents of those underlying Funds. AEA also receives a management fee and an
incentive fee with respect to any direct co-investments held by the IDF (as described more fully in
the IDF’s governing documents).

                                            Debt Programs

The Clients comprising the AEA Debt Programs pay an annual management fee (and investors in
those programs bear those fees indirectly). In addition, the general partner is entitled to a carried
interest based on profits if a specified preferred return is achieved. During the commitment period,
the management fee is based on aggregate non-AEA affiliated commitments (depending on the
particular Fund) plus, generally, in the case of the leveraged Funds, the total outstanding amount
of the debt facility of that Fund. In the case of the AAM Funds, the management fee is based on
the sum of a percentage on committed capital and a percentage on invested capital. In certain cases,
the fee is reduced or waived, as described further in “Other Fees and Expenses” below. After the
end of the commitment period, the management fee is based on funded capital depending on the
Fund, including in the case of the leveraged Funds, the average outstanding principal amount of
the borrowings of the Fund. In addition, the profits of the Clients are allocated such that the general
partner of the Client is entitled, in addition to its investment interest, to a carried interest, assuming
that a specified preferred return is achieved.

        Management Fee Adjustments

For each of the Funds, and as is generally the case in private equity and debt funds, such Funds’
governing documents provide that a Fund’s management fees will be calculated and charged on a
basis that generally is not tied to the Fund’s then-current net asset value. As further specified in
the governing documents, from the effective date of the relevant Fund until a date specified in the
governing documents (the “Stepdown Date”), management fees generally will be charged based
on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the
Stepdown Date, management fees generally will be charged and calculated based on a formula
tied to the amount of investment contributions (including, where applicable, a Fund borrowing
component (including related interest expenses) and the amount of any capitalized Supplemental
Fees (as defined below) or expenses, including costs of Special Consultants (as defined below)
and other operating partners) made by the relevant Fund relating to its aggregate investment in
portfolio companies that have not been realized or permanently written down (or completely
written off for U.S. federal income tax purposes, depending on the Fund) (such investments,
“Impaired Value Investments”). Due to differences in the criteria set forth in their respective
governing documents, in the event where more than one Fund participates in an investment, there
is the possibility that an investment will become an Impaired Value Investment for purposes of
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Item 7 – TYPES OF CLIENTS

The Advisers’ “Clients” are defined as the private investment funds (referred to in this brochure
as “Funds”) comprising the Private Equity Programs and the AEA Debt Programs. The relevant
Adviser also generally is permitted to establish Funds that are alternative investment vehicles in
order to permit certain investors to participate in one or more particular investment opportunities
in a manner desirable for tax, regulatory or other reason. Alternative investment vehicle sponsors
generally have limited discretion to invest the assets of these vehicles independent of limitations
or other procedures set forth in the organizational documents of such vehicles and the related Fund.

Interests in the Clients are privately offered pursuant to applicable exemptions from registration
under the Securities Act and the Investment Company Act, as well as certain non-U.S. exemptions.
Investors in the Funds include high net worth individuals and a variety of institutional investors

(e.g., charitable organizations, trusts, pensions funds, limited liability companies and other types
of entities, including private funds of funds). AEA has an anti-money laundering policy which
ensures that all investors satisfy applicable anti-money laundering and know-your-customer
requirements. Each Client has certain stated minimum commitment amounts (usually $5-10
million) for an investor to be able to invest, however in each case, the Adviser was and is entitled
to waive in its sole discretion the required minimum commitment amount and has done so in
certain cases.