Blueline Capital Management LLC

Item 5 – Fees and Compensation

Blueline and its affiliated General Partners receive fees and compensation in exchange for
advisory services provided to the Funds, including management fees, carried interest,
additional compensation in connection with management services performed for the
portfolio companies of the Funds and reimbursements from portfolio companies for certain
expenses advanced on their behalf. The Funds are also responsible for bearing certain
expenses as detailed below and in each Fund’s Governing Documents. Differences exist
from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses
that other Funds charge or charge them in different amounts. The following is a general
description of fees, compensation and expenses of the Funds. Limited partners should refer
to the Governing Documents of the applicable Fund for a complete understanding of how
Blueline is compensated for its advisory services; the information contained herein is a
summary only and is qualified in its entirety by such documents.

Management Fees, Other Fees and Operations Fees

Blueline charges each Fund a management fee (the “Management Fee”), generally 2% per
annum of each limited partner’s commitments. Specifically, Management Fees are initially
charged at 2% of each limited partner’s committed capital for the period of time during
which each Fund is making investments; thereafter, the Management Fee is equal to 2% of
each limited partner’s invested capital, generally consisting of capital contributions used to
fund the portfolio investments still held by the Fund and contributions for expenses directly
attributable to those investments, reduced to zero for any investment that has been
completely and permanently written off.

The amount of Management Fees generally will not correspond with fluctuations in the net
asset value of individual investments, aggregate investments in a portfolio company or of a
Fund, including following the stepdown date, and will not be reduced in connection with any
write-downs, except in the case of investments that have been permanently written off.
Permanent write-down determinations are made in the discretion of the valuation
committee in accordance with the relevant Governing Documents and the Firm’s valuation
policy. In most circumstances, the post-stepdown Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including
transaction fees charged by Blueline in connection with the investment, which poses a
conflict of interest in that the inclusion of such fees and expenses results in a higher
Management Fee than if such transaction fees and expenses were not capitalized into the
asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call,
through a draw-down on the Fund’s line of credit or offset against a distribution to limited
partners. All Management Fees were negotiated with limited partners during the fundraising
period of the applicable Fund and are not subject to negotiation thereafter. Generally,
limited partners participating in a subsequent closing after the initial closing of a Fund are
responsible for paying the Management Fee as of the date of the initial closing of such Fund,
plus interest, as applicable. In addition, Management Fees are payable during term
extensions unless otherwise notified to limited partners.

The General Partners are permitted, in their sole discretion, to defer, reduce or calculate
differently all or any portion of the Management Fee. Management Fees are generally waived
for Blueline employees investing in a Fund (either as direct limited partners or through a
General Partner), affiliates, and their respective families investing in a Fund (although in
each case, these limited partners generally pay their pro rata share of certain Fund
expenses).

As per the provisions of the Governing Documents, Blueline is permitted to waive, defer or
reduce all or a portion of the Management Fee payable by a Fund in full or partial satisfaction
of any obligation of a General Partner and certain employees to invest in and alongside such
Fund. Such waived portions of the Management Fee are treated by the Governing
Documents as deemed capital contributions by the relevant General Partner, which is
effectively invested in the relevant Fund on the General Partner’s behalf and operates to
reduce the amount of capital the applicable General Partner would otherwise be required to
contribute to the Fund. Limited partner capital contributions are generally accelerated due
to waived, deferred or reduced Management Fees and/or the timing of receipt of fees subject
to offsets, and Fund limited partners could thus receive less than the full benefit of such
reductions or offsets (e.g., during periods when Blueline no longer receives Management
Fees and receives compensation that would otherwise be subject to offset, Blueline,
depending on certain elections made by Fund limited partners, can be entitled to retain such
compensation without remitting any such amounts to the applicable Fund or its
investments).

Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid
by a Fund to entities or persons acting as a placement agent in connection with the offer and
sale of interests in such Fund; (ii) costs incurred by Blueline in connection with the
organization of a Fund that exceed a limit as specified in such Fund’s Governing Documents;
(iii) certain supplemental fees and compensation with respect to portfolio companies,
including due diligence, advisory, monitoring, consulting, director's, financing, breakup,
investment banking, transactional and other similar fees ("Other Fees"); and (iv)
Management Fee waivers. The receipt of Other Fees is offset against the Management Fee
paid by a Fund net of any expenses incurred in connection with any consummated or
...

Item 7 – Types of Clients

Blueline provides investment advice to its Funds, which are exempt from registration under
the Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the “Investment Company Act”). With the exception of employee
and affiliate vehicles, the Funds limit their respective limited partners to: (i) “accredited
investors” as defined in the Securities Act of 1933 (“Securities Act”), and (ii) “qualified
purchasers” or “knowledgeable employees,” each as defined in the Investment Company
Act, or (iii) if applicable, “qualified clients,” as defined in the Advisers Act. Limited partners
in the Funds must also meet certain other suitability qualifications prior to making an
investment in a Fund. The Funds are not registered or required to be registered under the
Investment Company Act, are not made available to the general public, their securities are
not registered or required to be registered under the Securities Act and Fund interests are
privately placed to qualified investors. Qualified investors include individuals or entities to
which Fund interests are permitted to be sold, which generally includes (i) in the United
States, people or organizations who meet certain net worth, income and/or financial
sophistication requirements as described above or (ii) in other countries, as permitted by
the relevant securities laws in such jurisdiction and in compliance with any foreign offering
provisions applicable to Blueline and/or the Funds. The Funds typically require capital
commitments from each limited partner of at least $20 million, depending on the Fund,
although the applicable Fund’s General Partner has, in its sole discretion, accepted lesser
amounts.

The limited partners participating in the Funds include high net worth individuals, other
investment entities, endowments, family offices, pension and profit-sharing plans, trusts,
estates or charitable organizations, fund of funds, corporations, limited partnerships,
limited liability companies or other business entities, or other service providers retained by
Blueline, and typically include, directly or indirectly, principals or other employees of
Blueline and its affiliates and members of their families.