Capital Q Management LLC

Item 5 - Fees and Compensation

The fees and compensation payable to Capital Q and the manner in which they are charged
is set forth in each Investment Vehicle’s Governing Documents and are summarized below.
Fees and other compensation are negotiable in certain circumstances and arrangements
with any particular investor may vary. Although Capital Q believes its fees are competitive,
lower fees for comparable services may be available from other investment advisers. The
management fees, carried interest, or incentive fees and expenses are exclusive of
brokerage commissions, transaction fees and other related costs and expenses incurred by
an Investment Vehicle. Capital Q does not receive any portion of these commissions, fees
and costs. Please see Item 12 of this Brochure for more information about the Firm’s
brokerage arrangements for the Investment Vehicles.

Capital Q’s management fee for the BDC is calculated as a percentage of net assets (capital
account balances at quarter-end), while the Fund’s management fee is based on average
net assets. This difference in calculation methodologies may create differing incentives for
Capital Q in managing the timing of investments or allocations between the vehicles. To
address this conflict, Capital Q has adopted written allocation policies and procedures that
require investment opportunities to be allocated fairly and equitably between the Fund and
the BDC, without regard to fee differences. Capital Q documents allocation decisions and
periodically reviews them to confirm compliance with these policies.

       The Fund

Capital Q charges a management fee to each unaffiliated investor in the Fund that is payable
quarterly in arrears, equal to 1.5% per annum of its allocable share of average net assets
allocated pro rata to such limited partners in proportion to their pro rata portions, as set forth
in the Fund’s Governing Documents. Additionally, Capital Q is eligible to earn a
performance-based fee in the form of carried interest according to the Fund’s partnership
agreement of 20% of distributions after investors receive distributions that provide a
preferred return. Capital Q may waive any such fees in its sole discretion.

Generally, Capital Q is responsible for its own operating expenses in connection with its
management of the Fund. However, in addition to the management fee described above, the
Fund also reimburses Capital Q and/or its affiliates for certain bona fide out-of-pocket
expenses incurred in connection with the provision of management services to the Fund.
Such reimbursements are limited to actual, bona fide expenses incurred by Capital Q and
its affiliates on the Fund’s behalf, including, but not limited to, legal, accounting, and printing
expenses. All such applicable costs and expenses are disclosed in the Fund’s Governing
Documents.

       The BDC

Investors in the BDC will generally be subject to (i) a quarterly management fee, payable in
arrears equal to 0.4375% of each investor’s capital account balance as of the end of such

quarter (1.75% per annum); and (ii) an incentive fee equal to 20% of each investor’s ratable
share of the BDC’s realized profits and capital gains with respect to the underlying
investments, as set forth in the BDC’s Governing Documents. The BDC shall pay for all
ordinary operating and other expenses (including expenses related to the offering and
organization of the BDC), as set forth in the BDC’s Governing Documents.

Organizational and offering expenses of the BDC are borne by the BDC and amortized to
shareholders’ capital accounts, while the Fund reimburses Capital Q only for certain bona
fide out-of-pocket expenses. This difference in the expense provisions for each Investment
Vehicle may create a conflict of interest regarding how costs are allocated between the
vehicles. To address this conflict, Capital Q has implemented a written expense allocation
policy that specifies how expenses are assigned to each Investment Vehicle, consistent with
each vehicle’s Governing Documents. The Firm’s management periodically reviews expense
allocations to confirm they are applied fairly and in accordance with stated policies.

Item 7 - Types of Clients

Capital Q currently provides investment advice and management to the Investment Vehicles.
Investment advice is provided directly to the Fund and the BDC (subject to the oversight of
the board of the BDC), and not individually to investors in the Funds or shareholders of the
BDC.

The Fund is not registered or required to be registered under the 1940 Act. The BDC has
elected to be subject to the provisions of Sections 55 through 65 of the 1940 Act.

The interests in each Investment Vehicle Fund are: (i) not made available to the general
public; (ii) not registered or required to be registered under the Securities Act of 1933, as
amended; and (iii) privately placed to certain qualified investors. Capital Q applies eligibility
standards as set forth in each vehicle’s Governing Documents and conducts an appropriate
review of investor qualifications before accepting subscriptions. Investors in an Investment
Vehicle must meet eligibility criteria and are subject to certain withdrawal requirements and
limitations. Qualified investors include individuals or entities to which interests in an
Investment Vehicle are permitted to be sold, which generally includes individuals who meet
certain net worth, income and/or financial sophistication requirements, and entities with a
certain amount of assets. Prospective investors are encouraged to thoroughly review the
Governing Documents for any Investment Vehicle, which sets forth all of the relevant terms
of the Investment Vehicle terms in detail. There is no minimum investment required to invest
in an Investment Vehicle.

The minimum initial capital contribution to the BDC by a shareholder is generally $100,000,
subject to Capital Q’s sole discretion to accept subscriptions for lesser amounts or, upon
giving notice to the BDC shareholders, to require a higher minimum. The minimum permitted
investment in the Fund by an individual investor is $250,000, although Capital Q has
discretion to accept lesser amounts.