Bridgepoint LLC

ITEM 5 FEES AND COMPENSATION

       Under the Services Agreements in respect of the Bridgepoint Funds, the Filing Adviser
receives a fee for its services based on the Filing Adviser’s direct and indirect costs of providing
the services to the Bridgepoint Group Advisers, invoiced quarterly based on estimates, plus a
negotiated margin percentage as agreed between the Filing Adviser and the Bridgepoint Group
Advisers. The Filing Adviser does not receive a fee based on the performance of the Funds.

       Quantum is compensated for providing services to the Quantum Funds as set forth in each
Fund's Governing Documents. The compensation includes both management fees (payable

quarterly in advance) and performance-based fees. Investors will not be able to relinquish their
obligation to pay the management and performance-based fees specified in each Quantum Fund's
Governing Documents, once they are admitted into the Funds. In addition to management and
performance-based fees, Fund investors bear indirectly the fees and expenses charged to the Funds.
These fees and expenses will vary, but typically include professional fees such as legal and
accounting fees, management fees and performance-based fees charged by the underlying fund
managers and sponsors in which the Funds invest, and all costs and expenses related to the
transaction sourcing, acquisition, carrying, monitoring, or disposition of investments. The
Quantum Funds may invest in fund of funds interests. In such instances, investors incur their pro
rata share of three distinct layers of management, incentive, and other fees and expenses. This
includes one layer associated directly with the management of the Funds managed by Quantum, a
second layer assessed by the underlying fund of funds managers and sponsors, and a third layer
assessed by the underlying fund managers and sponsors selected by the underlying fund of funds
managers and sponsors.

         As detailed in the Funds’ Governing Documents, the Funds generally bear all fees, costs,
liabilities, expenses and obligations incurred in relation to, or in connection with, the establishment
of the Funds and the offering of interests to prospective investors up to a certain amount, including,
but not limited to, travel, legal, accounting, printing, postage, and other costs of establishing the
Funds. In addition, the Funds generally bear all fees, costs, liabilities, expenses and obligations,
direct or indirect, incurred in relation to the administration, activities and business of the Funds
(and their subsidiaries and intermediate entities), including legal, regulatory and compliance,
accounting, auditing, administrative, and all costs, fees, liabilities, expenses and obligations
attributable to, or arising in respect of, Investments or prospective Investments, as described in the
applicable Funds’ Governing Documents.

ITEM 7 TYPES OF CLIENTS

        As a sub-adviser, the Filing Adviser provides non-discretionary investment advice to the
Bridgepoint Group Advisers with respect to the Bridgepoint Funds. The Filing Adviser does not
have clients to which it provides discretionary investment advice.

       Quantum provides discretionary and non-discretionary investment advice, including as a
sub-adviser to a third-party manager, to certain Funds that invest in primary and secondary
investments in buyout, venture capital and mezzanine partnerships, as well as direct investments
(co-investments) in operating entities and companies.

        The Funds include investment partnerships or other investment entities formed under non-
U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940,
as amended. The investors participating in the Funds include some or all of the following:
university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans,
individuals, banks or thrift institutions, other investment entities, trusts, estates or charitable
organizations or other corporations or business entities and include, directly or indirectly,
principals or other personnel of the Bridgepoint Group and its affiliates and members of their
families, operating partners or other service providers retained by the Bridgepoint Group or a Fund,
as well as executives of portfolio companies.

       The Funds may include alternative investment vehicles established in order to permit one
or more investors to participate in one or more particular investment opportunities in a manner
desirable for tax, regulatory or other reasons. 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 Governing
Documents of such related Fund.

       The Funds generally have a minimum investment amount for third-party investors and
Fund interests are offered and sold solely to certain qualified investors as set forth in the applicable

Funds’ Governing Documents. The Bridgepoint Managers reserve the right to waive such
minimum investment amount, subject to certain specified minimum investments required by
applicable law.