Gainline Capital Partners LP

Item 5. Fees and Compensation

   A. Gainline’s fee and compensation arrangements may vary among the Funds. The specific
      terms of such arrangements are established by Gainline, and as set forth in each Fund’s
      investment advisory agreement and governing documentation. Gainline, as outlined in the
      Offering Documents, generally charges a management fee of 2.0% per year based on the
      aggregate commitments during the investment period, and thereafter 2.0% per year based
      on funded commitments subject to certain reductions, as disclosed in the Offering
      Documents. The Firm may, at its discretion, waive or reduce such fees for certain investors.
      The Firm may receive compensation with respect to certain of its underlying portfolio
      investments, and such compensation will reduce the management fee owed by the Funds

   to the Firm as described below. In addition, generally the management fees payable by the
   Funds are reduced by certain administrative and deal fees, a complete description of which
   is provided in the Offering Documents as described below.

   Funds that Gainline may advise in the future may be subject to different fee arrangements
   as will be provided for in each future Fund’s respective Offering Documents.

   Vehicles formed for the purpose of co-investment may be subject to different fee
   arrangements, as negotiated on a case-by-case basis, as outlined in the respective
   investment advisory agreements and/or other agreements.

B. Gainline issues a capital call for the purpose of collecting management fees. Gainline is
   eligible to issue a capital call quarterly in advance for the purpose of collecting
   management fees; however, Gainline may choose to issue such capital calls on a less
   frequent basis or in arrears. Gainline may reduce or waive the management fee with respect
   to any Fund or investor.

C. In addition to the management fees described above, the Funds are responsible for certain
   offering and organizational expenses as disclosed in the Offering Documents. These
   expenses, for each Fund, include but are not limited to: (i) organizational expenses of the
   Fund (including all routine administrative expenses of the Fund incurred in the ordinary
   course, including the cost of the preparation of the annual audit, financial and tax returns,
   and tax reports required for partners or the Fund, financing expenses, cash management
   expenses, advisory and consulting expenses, routine legal and accounting expenses, and
   expenses relating to filings with the SEC (including, but not limited to, fees for legal or
   regulatory advice or submission costs, such as Forms PF, 13F, 13H, 13G/D, 3, 4 or 5) or
   other regulatory bodies (including in foreign or local jurisdictions) including expenses
   related to regulatory and governmental inquiries, subpoenas and proceedings); (ii) all out-
   of-pocket costs and expenses incurred in holding portfolio investments; (iii) all out-of-
   pocket costs and expenses incurred in connection with developing, sourcing, evaluating,
   investigating, negotiating, structuring, acquiring and disposing of portfolio investments or
   potential portfolio investments (whether or not such potential investments are ultimately
   made) including, without limitation, any financing, legal, accounting, management,
   recordkeeping, advisory, consulting and other related administrative fees and expenses in
   connection therewith, (to the extent such costs and expenses are not reimbursed by
   Portfolio Companies or other third parties) and the out-of-pocket costs and expenses
   incurred in connection with obtaining third-party financing (such as commitment fees that
   are paid (iv) all extraordinary expenses of the Fund (such as any indemnity or litigation
   expense); and (v) any Fund registration expenses and any taxes, fees or other governmental
   charges levied against the Fund and all expenses incurred in connection with any tax audit,
   investigation, settlement or review of the Fund. A comprehensive list of all expenses
   investors in the Funds should be prepared to bear are included in the Offering Documents.
   At Gainline’s discretion, certain fees, including those listed above, may be absorbed in part
   or in total by the Adviser.

   The Manager, the General Partner and their affiliates may, from time to time, receive
   monitoring fees, advisory fees, directors’ fees, deal fees, break-up fees and other similar

      fees from Portfolio Companies in respect of the Fund’s investments therein (such fees, net
      of any related unreimbursed expenses paid by the Manager, the General Partner or their
      respective affiliates, “Other Fees”); provided, however, that (i) 100% of such Other Fees
      (to the extent related to the Fund’s proportionate share of the investment in such Portfolio
      Company, and in each case net of related, unreimbursed expenses paid by the Manager or
      its affiliates) will be credited against future Management Fees, and (ii) “Other Fees” will
      not include payments to the Manager or its Affiliates in connection with the performance
      or provision of bona fide services or sale of products on arm’s length terms, as further
      described in the Partnership Agreement.

      The Funds incur brokerage costs if applicable; however, due to the nature of the Firm’s
      business, broker-dealers are not generally used. See Item 12 – Brokerage Practices.

   D. The Firm will issue a capital call for management fees. As noted in Item 5B, the Firm may
      call capital in advance or arrears on a quarterly or less frequent basis. In the unlikely event
      that Gainline does not provide services for a full period, or if accounts are terminated
      according to the terms set out in each Fund’s Offering Documents before the end of the
      relevant quarter for which a capital call was issued in advance, a pro-rated fee will be
...

Item 7. Types of Clients

       As described above in Item 4 of this Brochure, Gainline currently provides investment
       advisory services to pooled investment vehicles which generally operate as exempt
       investment companies under the Investment Company Act of 1940, as amended and four
       fund vehicles formed for the purpose of co-investment opportunities. The Funds are
       typically limited to individuals and entities that meet the criteria of “accredited investors”.
       Gainline and/or its affiliates may establish one or more new investment vehicles in the
       future, as more fully disclosed in Item 11 below, and in each Fund’s Offering Documents.

       Prospective investors should refer to the Offering Documents of each respective Fund for
       information on minimum investment requirements. Gainline maintains discretion to
       individually waive, increase or reduce the minimum investment required in any Fund
       vehicle.