QHP Capital LP

Item 5 – Fees and Compensation

The Adviser generally receives Advisory Fees and carried interest from a Client, though certain Clients do
not pay Advisory Fees, or pay Advisory Fees only indirectly through their investments in other Clients. A
Client and/or its portfolio companies may also make other payments to the Adviser or its affiliates for
services provided to the portfolio companies, which, in certain circumstances, may reduce the Advisory
Fees payable to the Adviser. Additionally, in accordance with and subject to the Governing Documents of
a Client, the Client typically bears certain out-of-pocket expenses incurred by the Adviser in connection
with the services provided to the Client and/or its portfolio companies. Further details about fees and
expenses are set forth in this Item 5. Please see Item 6 below for further details regarding carried interest
that Clients pay.

A.         Advisory Fees

As compensation for investment supervisory services rendered to the Clients, the Adviser generally
receives from each investor indirectly through the Client an advisory fee (each, an “Advisory Fee”),
typically calculated based on committed capital or remaining invested capital, with respect to such Client.
Advisory Fees paid by a Client may also be reduced by other fees or compensation received by the Adviser
or its affiliates that relate to such Client’s activities and investments and/or by certain excess
organizational or other expenses borne by such Client, as described in more detail below.

Certain investors in the Clients that are employees, business associates and other “friends and family” of
the Adviser, its affiliates or their personnel (“Adviser Investors”) will not typically pay Advisory Fees in
connection with their investment in a Client. Notwithstanding that Adviser Investors will generally not
pay Advisory Fees, Adviser Investors will generally pay for their pro rata share of certain Client expenses
or the pro rata portion of such Adviser Investors’ expenses will be allocated to the Adviser or the general
partner of the applicable Client.

The Adviser may, from time to time in the future, establish certain investment vehicles through which
certain Adviser Investors, other “friends of the firm,” or other persons may invest alongside one or more
Clients in one or more investment opportunities. Such co-investment vehicles generally do not pay
Advisory Fees or carried interest.

As each Client’s investors are aware, the precise amount of, and the manner and calculation of, the
Advisory Fees for each Client’s investors are established by the Adviser and the general partner of the
applicable Client, as modified by negotiations with investors in such Client, and are set forth in such
Client’s Governing Documents and/or other documentation received by each investor prior to investment
in such Client. In addition, the Adviser may enter into economic, fee-sharing, and/or other arrangements
with respect to one or more Clients and/or certain investors therein, the rights of which generally will not
be made available to other Clients or to other investors within such Client. The Advisory Fees and other
fees and distributions described herein are generally subject to modification, waiver or reduction by the
Adviser and/or the general partner of the applicable Client, both voluntarily and on a negotiated basis
with select investors via side letter and/or other arrangements, which may not be disclosed to other
investors in the same Client. The fee structures described herein may be modified from time to time.
Fees may differ from one Client to another, as well as among investors in the same Client.

The Advisory Fees paid by a Client’s investors will generally be reduced by: (1) the amount of fees and
expenses paid by such Client in connection with the organization of such Client that exceed a limit

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specified in such Client’s Governing Documents, (2) the amount of any placement agent fees paid by such
Client, and/or (3) Portfolio Company Remuneration (as defined below), in each case, subject to, and in
accordance with, the Governing Documents of the applicable Client. The amount and manner of such
reduction, if any, is set forth in the Governing Documents of the applicable Client. To the extent a
reduction relates to more than one Client, the Adviser will allocate the resulting Advisory Fee reduction
among the applicable Clients in its discretion in a manner determined to be fair and reasonable, subject
to the applicable Governing Documents, including in proportion to their relative capital commitments, or,
in the case of Portfolio Company Remuneration that relates to a portfolio company investment shared by
more than one Client, in proportion to their relative investment amounts in the applicable Portfolio
Company. If a Client does not pay any Advisory Fees, then any reduction in Advisory Fees will not benefit
such Client. Without limiting the generality of the foregoing, to the extent Portfolio Company
Remuneration relates to the allocable capital invested by a Client, co-investment vehicle, or third-party
investor that does not pay Advisory Fees (or capital committed by a Client investor that does not pay
Advisory Fees), such Portfolio Company Remuneration may be retained by the Adviser, in which case such
amounts will not offset any Advisory Fee.

B.         Payment of Advisory Fees

In accordance with and subject to each Client’s Governing Documents, the Adviser generally charges
Advisory Fees directly to Clients on a quarterly basis in advance. Such Advisory Fees may be deducted
directly from Client assets or called as capital from such Client’s investors. Accordingly, Advisory Fees paid
by a Client are indirectly borne by investors in such Client.

C.         Other Fees and Expenses

Adviser Expenses

As provided in a Client's Governing Documents, and except as generally described below under “Client
...

Item 7 – Types of Clients

The Adviser currently provides investment advisory services to the Clients. Investment advice is provided
directly to the Clients (subject to the direction and control of the general partner of each Client, if
applicable) and not individually to investors in any Client.

Interests in the Clients are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Clients are generally “qualified purchasers” as defined in
the 1940 Act, and may include, among others, high net worth individuals, single family offices, multiple
family offices, institutional investors, pension and profit-sharing plans, university endowments, sovereign
wealth funds, operating corporations, funds of funds, and other legal entities.

The Adviser does not set a minimum Client size, but generally establishes minimum investment
commitments for a Client’s investors. The Adviser may, from time to time and in its sole discretion, permit
investments below the minimum amounts set forth in the Governing Documents or offering documents
of a Client.

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