Quantum Advisers LLC

ITEM 5.      FEES AND COMPENSATION

       This section contains a summary of the fees and expenses that are typically charged to
Advisory Clients. Fees and expenses vary by Advisory Client. Please refer to the governing
documents of the particular Advisory Client of interest for detailed information regarding fees
and expenses specific to that Advisory Client.

Management Fees

        The Company or its affiliated general partners receive management fees from Advisory
Clients. The annual management fee is typically in the range of 1-2 percent of investors’
committed capital during the relevant Advisory Client’s investment period. Certain Advisory
Clients formed as co-investment funds do not pay a management fee. Following the termination
or expiration of the investment period, the fee percentage is typically applied only to the amount
of investor capital actually invested in portfolio investments that have not been realized. The
management fee percentage may also be reduced depending on whether a subsequent Advisory
Client commences to pay a management fee. Management fees are paid by or on behalf of an
Advisory Client and may be funded by requiring investors in such Advisory Client to make capital
contributions or by having the Advisory Client pay such fee from other assets, including
investment proceeds or short-term borrowings.

        The percentage rate and the amount to which such rate is applied to determine the
management fees payable by an Advisory Client are generally established at the time an Advisory
Client is organized and are paid proportionately by all third-party investors. The management
fees are paid quarterly in advance or in arrears. The documents governing the Advisory Client
provide that if the term for which the fees are paid or the manner in which the fees are calculated
changes, or if Quantum serves as investment manager for less than a full quarterly period
subsequent to any advance payment, adjustments to such fees will be made, including refunding
overpayments, based on the number of days remaining in the applicable period. The manner of
calculation and application of management fees are detailed in the documents governing the
Advisory Client and disclosed in the offering documents by which interests in the Advisory Client
were or are offered and sold.

        The general partner (or similar managing fiduciary) of an Advisory Client, and affiliates
and equity owners of Quantum that invest in or alongside an Advisory Client generally do not pay
management fees. Certain individuals who are not employees of Quantum, but who have pre-
existing business relationships with Quantum or possess specific industry expertise that invest in
or alongside an Advisory Client may not be required to pay management fees or may pay fees at
a reduced rate.

Other Fees

        Advisory Clients, or companies in which they make investments, may pay to Quantum
transaction fees, break-up fees, monitoring fees and other similar advisory fees relating to
specific transactions or portfolio investments. To the extent Quantum or any of its affiliates are

entitled to receive any such fees, all of such fees will reduce the management fees otherwise
payable by the Advisory Client. Quantum believes that this dollar-for-dollar management fee
offset substantially mitigates any potential conflict Quantum or any of its affiliates may have to
the extent that it has an opportunity to earn such fees from any acquisition, disposition or other
transaction relating to an Advisory Client.

Expenses

       The Firm pays all ordinary overhead and administrative expenses, (including salaries,
bonuses and similar compensation, cost-based payments for shared back office and
administrative services, rent, equipment expenses and any general partner regulatory expenses)
to the extent that such expenses are not Operating Expenses of Advisory Clients or a portfolio
investment. If Quantum, or its affiliates bears or advances payment of any Operating Expense,
the Advisory Client or portfolio investment shall reimburse the Firm as applicable.

        Each Advisory Client is governed by its own governing documents, which details a
description of expenses for such Advisory Client. While differences exist amongst Advisory
Clients, the following is a description of expenses generally charged to each Advisory Client:

         Organizational Expenses. To the extent not paid or reimbursed by a portfolio investment,
expenses, costs and liabilities incurred in connection with the establishment, organization,
negotiating, funding and start-up of the Advisory Client, the general partner, any parallel
investment vehicle and any general partner or other control person of any parallel investment
vehicle, and warehoused investments (including travel which can include private air travel),
lodging, meals, entertainment, printing, mailing, postage, courier, legal, administrative or other
filings, capital raising, accounting and regulatory compliance (including the initial and/or
preliminary registrations, filings and compliance contemplated by various regulations including
AIFMD, anti-money laundering and “know-your-client” laws (including the use of any third-party
service provider for such purposes), the preparation of, and negotiations, execution and delivery
with respect to, Advisory Client agreements or other similar agreements in respect of any parallel
investment vehicles, private placement memoranda and supplements thereto, presentations and
other marketing materials, investment management agreements and any side letters, marketing
materials or arrangements with placement agents, and any related or similar documents any
other similar agreement, (collectively, “Organizational Expenses”). The total amount of the
organizational costs, including costs of soliciting investors that investors are required to pay are
generally capped in the governing documents for an Advisory Client with any excess to be borne
...

ITEM 7.    TYPES OF CLIENTS

         The Company’s current Advisory Clients are generally pooled investment vehicles, but the
Company may also provide advisory services on a separately managed account basis to, among
others, select institutional investors, including governmental entities. The Company and its
affiliates require that each third-party investor in an Advisory Client be an “accredited investor”
as defined in Regulation D under the Securities Act, a “qualified client” within the meaning of the
Advisers Act, and a “qualified purchaser” as defined in the 1940 Act. Typically, a minimum
investment amount of $10 million is imposed on third parties investing in the investment vehicles
for which the Company acts as investment adviser. This minimum may be subject to reduction
upon prior agreement by the Company or an affiliate (subject to applicable legal requirements).