QMP Management LLC

ITEM 5 FEES AND COMPENSATION

Management Fee

Our Clients generally pay us management fees (“Management Fees”) in exchange for our investment
management services as provided for in their limited partnership agreements and/or the investment
management agreements that they enter into with us.

QFP

Beginning on the Initial Closing Date (as defined in relevant agreement(s), QMP is paid a management
fee by QFP. The maximum amount of the Management Fee will be the aggregate subsidiary management
fees. The subsidiary management fee for QMF each month will equal 1.5% divided by 12 of the unpaid
principal balance of the loans in QMF as of the last day of the prior month, and the subsidiary management
fee for QDF each month will equal 0.75% divided by 12 of the unpaid principal balance of the loans in
QDF as of the last day of the prior month.

The Management Fee will be an annualized rate payable monthly in arrears for QFP. QFP will pay the
Management Fee to the extent it has available cash. In addition, the General Partner may call committed
capital from Fund Investors to pay the Management Fee owed by the QFP and any capital contribution
made by a QFP Investor with respect to the Management Fee will reduce such Fund Investor’s unfunded
capital commitment to the Fund by the amount of such contribution. The General Partner may reduce or
waive the Management Fee.

The unpaid or outstanding principal amount of a loan may vary from the actual value of the loan, which
may be higher or lower including a value of zero. QMP is permitted to charge the management fee as
described above regardless of this variance, including when the valuation is zero, to compensate for
continuing efforts to realize value in the investment. QMP ceases charging a management fee for such
non-performing investments when it determines there is no reasonable basis to continue efforts to realize
such value.

Current Proceeds and Realized Proceeds

As the following terms are defined in the Fund’s limited partnership agreement, distributions (other than
Tax Distributions and liquidating distributions) of “Current Proceeds” shall be made to the QFP Investors
in proportion of their respective contributions as follows:

    (a) Current Return and Realized Losses: first, 100% of such current proceeds be distributed to the
        Partners until each Partner has received cumulative distributions of Current Proceeds equal to the
        sum of:
        1. an 8% cumulative, non-compounded, annual return (from the date the applicable
            Contributions were due to the date of distribution) on (i) such Partner’s Unreturned
            Contributions attributable to all Portfolio Investments and (ii) such Partner’s Unreturned
            Contributions used to pay expenses including Management Fees; and
        2. the amount by which such Partner’s Realized Base Amount exceeds the cumulative Realized
            Proceeds distributed to such Partner; and

    (b) Carried Interest: thereafter, the General Partner will receive 25% of any remaining Current
        Proceeds as its Carried Interest, while the Investors receive the other 75%.

Distributions (other than Tax Distributions and liquidating distributions) of Realized Proceeds shall be
made to the Fund Investors in proportion of their respective contributions as follows:

    (a) Return of Capital and 8% Preferred Return: first, 100% of realized proceeds will be distributed
        to the Partners until each Partner has received cumulative distributions of Realized Proceeds and
        Current Proceeds equal to the sum of:
             1. Such Fund Investor’s Realized Base Amount; and
             2. an 8% cumulative, non-compounded, annual return (from the date the applicable
                Contributions were due to the date of distribution) on such Partner’s Unreturned
                Contributions (i) attributable to all Realized Investments and (ii) used to pay expenses
                including Management Fees allocable to Realized Investments; and

    (b) Carried Interest: thereafter, the General partner will receive 25% of any remaining Current
        Proceeds as its Carried Interest, while the Fund Investors receive the other 75%.

QFP II

The Management Fee for QFP II will be payable monthly in advance, calculated as of the first day of each
month and prorated appropriately for partial months. The annual rate of the Management Fee with respect
to each limited partnership (“Limited Partner”) will be calculated and accrued at a rate equal to one and
one-half percent (1.5%) of such QFP II Investor’s pro rata share based on aggregate capital contributions
of the sum of the outstanding principal balance of all loans made and the purchase prices of the securities
acquired by QFP II to the extent the securities have not be entirely disposed of, written-down, or
permanently written off. QFP II will pay the Management Fee to the extent it has available cash. In
addition, the General Partner may call committed capital from QFP II Investors to pay the Management
Fee owed by the QFP II and any capital contribution made by a QFP II Investor with respect to the
Management Fee will reduce such Investor’s unfunded capital commitment to the QFP II by the amount
of such contribution. The General Partner may reduce or waive the Management Fee payable with respect
to any Partner.

Investment Proceeds

Proceeds derived by the Partnership from investments (“Investment Proceeds”) will generally be
distributed to QFP II Investors, subject to (i) the availability of proceeds after paying partnership expenses
and after setting aside appropriate reserves for additional liabilities, obligations and commitments
(including Management Fees), and (ii) the General Partner’s ability to hold and reinvest Investment
Proceeds that represent a return of capital. The General Partner intends to distribute Investment Proceeds
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ITEM 7 TYPES OF CLIENTS

As of the date hereof, QMP’s only Clients are QFP, QFP II and Tocu. It is our current intention to provide
discretionary investment advice solely to private equity funds. Our Clients include investment partnerships
or other investment entities formed under domestic laws and operated as exempt investment pools under
the Advisers Act. The investors participating in our Clients may include individuals, corporations,
partnerships, trusts, or other business entities and may include, directly or indirectly, principals or other
employees of the Adviser.

Generally, a $5 million minimum commitment will be required for institutional investors, and $1 million
from other investors. The General Partner reserves the right, in its sole discretion, to accept commitments

of lesser amounts. The Funds’ interests are offered and sold solely to “accredited investors” as defined
under Rule 501 Regulation D of the United States Securities Act of 1933, as amended (the “Securities
Act”) and “qualified clients” as defined under the Advisers Act. Accredited investors are generally (i)
individuals with $1,000,000 of net worth (excluding their primary residence) or who have made $200,000
in each of the two previous years (or $300,000 joint income with one’s spouse) or (ii) entities with assets
totaling over $5,000,000. Qualified clients are individuals or entities with over $2,200,000 of net worth
(either alone or together with a spouse but excluding the value of the individual’s primary residence).
Non-U.S. investors are not subject to any particular wealth requirements.