I-QU & Co Management LP

Item 5: Fees and Compensation

Management Fee
i-Qu or its affiliated general partner entity will assess the Private Funds an annual management fee
in accordance with their respective offering documents and limited partnership agreements. Private
Funds, generally, will pay the Firm an annual management fee of up to 1.0% of each Limited
Partner’s capital contributions prorated and payable quarterly in advance. i-Qu and/or the General
Partner may elect to waive or reduce the management fee in whole or in part for certain limited
partners, including members, employees and affiliates of the Firm.

i-Qu will perform the administrative and management services for the Private Funds pursuant to an
advisory agreement with the General Partner.

In addition to the aforementioned fees, since the Private Funds are fund-of-funds and/or make
investments in underlying private partnerships, they will generally be subject to fees charged by the
underlying private equity funds and managers. These fees will likely include a fixed management
fee, which will generally range from 0% - 2.5% on an annual basis and, in most cases, a performance
incentive arrangement, which will generally range from 10% - 30% of the capital appreciation in
the underlying private equity fund’s investment for the year. Accordingly, it is important for
Investors to understand that they will be charged a second level of fees that would not be charged
to an investment vehicle that makes direct investments in private companies.

Side Letters

i-Qu has entered into side letter agreements or similar arrangements with certain investors that
provide specific rights, benefits or privileges that are not made available to other investors generally.
Such side letters could affect fees, reporting and information, liquidity, or any other fund-related
matter with respect to such investors. Side letters typically establish terms that are more or less

favorable to an investor than those available to other investors. Side letters are generally limited to
certain investors based on the strategic nature of the relationship, the amount invested in a given
Fund, separate account, other account managed by i-Qu, or factual or legal circumstances particular
to such investor. To the extent such terms and conditions are more advantageous than those set forth
in applicable partnership offering documents applicable to all investors, such terms and conditions
are waived or varied for such investor. The modifications are generally solely at the discretion of i-
Qu. The Private Funds and i-Qu generally do not offer or disclose the arrangements of side letters
to investors. Investors should refer to the applicable Fund’s partnership offering documents for
additional information.

Organizational Expenses

The Private Funds will reimburse i-Qu (or the General Partner) for the Private Funds’ organizational
and startup expenses, including legal, travel, accounting, filing, capital raising and other
organizational expenses. Additionally, the General Partner will bear the cost (through an offset
against the Management Fee or otherwise) of any placement fees payable to any placement agent
in connection with the formation of the Private Funds.

Other Expenses

i-Qu will pay all ordinary administrative and overhead expenses, including employees’ salaries,
rent, utilities, etc. In addition to the Management Fee, the Private Funds will pay all other costs and
expenses of the Private Funds that are not reimbursed by portfolio funds, including:

    •   Legal;
    •   Auditing;
    •   Consulting;
    •   Financing;
    •   Accounting and custodian fees and expenses;
    •   Expenses associated with the Private Funds’ financial statements, tax returns and Schedule
        K-1s;
    •   Out-of-pocket expenses incurred in connection with due diligence related to a potential
        portfolio fund investment or transactions not consummated;
    •   Expenses for travel to portfolio funds’ annual meetings;
    •   Insurance expenses and other expenses associated with the acquisition, holding and
        disposition of its investments, including extraordinary expenses (such as litigation, if any);
        and
    •   Any taxes, fees or other governmental charges levied against the Private Funds. Fees for
        each Private Funds are described in each partnership’s offering documents.

Item 7: Types of Clients

i-Qu provides investment advisory services to privately-offered pooled investment vehicles. For
information on minimum commitment amounts, please see the related Private Fund’s offering
documents.

Investment in the Private Funds is limited to investors that meet certain financial sophistication
requirements. Investors in the Private Funds must be (i) “accredited investors” within the meaning
of Regulation D under the Securities Act of 1933 (the “Securities Act”), and (ii) either “qualified
purchasers” within the meaning of the Investment Company Act of 1940, as amended (the “1940
Act”) or a “knowledgeable employee,” as defined under Rule 3c-5 of the 1940 Act, and must meet
other suitability requirements. Investors considering an investment in the Private Funds should
consult with their own investment, tax and/or legal consultants prior to investing. For some
investors, side letters are agreed upon to accommodate specific investor requirements when
investing in the Private Fund.