QEP Management Co GP LLC

Item 5. Fees and Compensation

Quintana Capital Group or its affiliates typically receive compensation from its clients based on a
percentage of assets it manages (a “management fee”) and performance-based compensation in the form
of “carried interest.” For further discussion of performance-based compensation, please read “Item 6—
Performance-Based Fees and Side-by-Side Management.”
Management Fees
The management fees are specified under the relevant management agreement between Quintana
Capital Group and the Quintana Funds and are not negotiable. The management fee ranges from 1.5% to
2% of the assets under management, which Quintana Capital Group believes is typical for the advisory
services it provides. Management fees are calculated quarterly in advance, accrued in Fund financial
statements monthly and generally paid to the respective management entity monthly or bi-monthly in
arrears. Quintana Capital Group may either direct the Quintana Funds to net the management fee out of
distributions to the Quintana Funds’ partners or may request that the Quintana Funds call capital from its
partners to pay the fees. Quintana Capital Group generally has called management fees from partners
consistent with provisions of the respective fund’s limited partnership agreement, or as otherwise
disclosed to limited partners. As the Quintana Funds are nearing the end of their lives, in order to minimize

the frequency at which additional capital is called from limited partners, Quintana Capital Group generally
calls management fees from six-months to one-year in advance. Management fees called that far in
advance are held as cash on the books of the relevant Fund but are only paid to Quintana Capital Group
one or two months in advance. If the relevant management agreement is terminated prior to the end of
a quarter, Quintana Capital Group will refund any unearned pre-paid management fees, prorated to the
date of termination.
The fee schedule for Fund I and Fund II is (percentages are on an annualized basis):
        •       during the commitment period, 2% of the aggregate commitments; and
        •       after the commitment period, 1.5% of invested capital as outstanding from time to time
                (net of permanent write-downs on those investments below cost).
It is noted that no Funds are currently in a commitment period or are expected to be in a commitment
period going forward. Therefore, all management fees currently charged are in accordance with the step-
down calculation above.
Management fees are generally reduced by some portion of transaction fees, break-up fees, directors
fees and portfolio company management fees received by Quintana Capital Group in connection with
portfolio company transactions, if applicable, as discussed more fully in the Portfolio Company Fees
section below.
Quintana Capital Group may charge management fees (and the general partner may charge performance-
based fees) to the Co-Investment Vehicles or their investors. Neither the general partners of the Quintana
Funds, nor Quintana Capital Group’s principals and employees who invest in the Quintana Funds are
subject to management fees or performance-based fees on their direct or indirect investment in the
Quintana Funds.
Expenses
In connection with Quintana Capital Group’s advisory services, the Quintana Vehicles bear all of their own
expenses (ordinary and extraordinary). The general partners or Quintana Capital Group, as applicable,
shall pay, without reimbursement from the Quintana Funds, all of their own ordinary administrative and
overhead expenses incurred in managing the fund investments (the “Investments”), including all costs
and expenses on account of rent, supplies, postage and delivery, equipment, furniture, salaries, wages,
bonuses and other employee benefits of Quintana Capital Group employees, and fees and expenses
payable pursuant to the applicable management agreement (“General Partner Expenses”). However,
Quintana Capital Group may be entitled to reimbursement for some of the investment–related expenses
listed below.
The Quintana Funds shall pay their own expenses related to operating the Fund (“Partnership Expenses”),
or reimburse Quintana Capital Group for such expenses paid on behalf of the Funds. The enumerated lists
below are detailed but do not include every possible Partnership Expense a Quintana Fund may incur. The
expense arrangements summarized below are set out in the governing documents for each of the
Quintana Funds. Limited partners may pay Partnership Expenses through a capital call. In addition,
Quintana Capital Group may, in its sole discretion, pay all or part of a limited partner’s share of Investment
expenses, Quintana Fund expenses, organizational expenses, management fees, and all fees (excluding
expenses) of all placement agents employed in connection with the offering and sale of limited
partnership interest in the fund (the “Placement Fees”) out of amounts otherwise distributable to such
limited partner as portfolio investment distributions or other distributions. If Quintana Capital Group
exercises such option, such amount will be deemed to have been distributed to such limited partner and

simultaneously recontributed to the applicable fund by such limited partner as a capital contribution to
fund those expenses.
Also, as noted below, portfolio companies may pay or reimburse Quintana Capital Group for expenses
incurred in connection with such investments. Quintana Capital Group discloses certain information about
the amount and nature of Partnership Expenses in capital call and distribution notices and Quintana Fund
financial statements. However limited partners generally do not receive detailed information regarding
specific Partnership Expenses paid. In addition, limited partners generally receive limited or no
information about the expenses paid or reimbursed by portfolio companies.
        Organizational Expenses
...

Item 7. Types of Clients

Quintana Capital Group provides investment management services solely to the Quintana Vehicles, as
identified in Item 4 above, which are private funds exempt from registration under the Investment
Company Act and Securities Act.
Limited partners in the Quintana Funds are generally institutional investors and certain high net worth
investors that are “accredited investors,” “qualified clients” and “qualified purchasers” (if required
pursuant to the fund’s exemption), within the meaning of the Securities Act, the Advisers Act and the
Investment Company Act of 1940, respectively.
The Quintana Funds have a specified minimum investment as set forth in their governing documents. This
minimum investment is subject to discretion, and Quintana Capital Group permitted investments of a
smaller amount generally or with respect to any limited partner.