Mainline Investment Advisers LLC

Item 5 – Fees and Compensation
      ADVISORY FEES

      The Firm charges its clients annual advisory fees that generally range from 0.25% to
      2.0% of an asset fee base. The asset fee base for an initial period of years (usually 3 to 5)
      is equal to the client’s full committed capital regardless of how much has been
      contributed by investors. After the initial period of years (usually 3 to 5), the asset fee
      base will generally decrease over time with asset sales, write-offs or capital commitment
      waivers, subject to certain caveats. The Firm may be granted a direct or indirect interest
      in capital accounts (at no charge) in client funds as an indirect payment of advisory
      services, or may negotiate a different type or amount of fee directly with its client. The
      Firm sometimes receives fixed annual advisory fees. The specific fee charged depends
      upon the type and complexity of services to be provided. In most cases, there is no
      independent person who negotiates the Firm’s advisory fees. However, the specific fee
      arrangements, exact fee start date, exact calculation of the asset fee base, and other types
      of fees and expenses paid by each client are described in the client’s offering
      memorandum or joint venture or other agreement negotiated directly with an investor or
      client. Therefore, each investor typically knows what the fees are prior to deciding to
      make an investment in that client or engage the Firm for providing investment
      management services.

      Sometimes the Firm’s clients may be funds of funds that invest in other clients of the
      Firm or an advisory affiliate. The specifics of the Firm’s advisory fees may not be fully
      known or disclosed to investors at the time of the offering of interests in a client that is a
      fund of funds. The unknown specifics may include the fee percentage, the asset fee base
      and the fee start date. We always attempt to charge fees that are fair and reasonable in
      amount based on the type and complexity of the services provided. We generally expect
      to select a fee start date that coincides with (i) when we started performing advisory
      services, (ii) the date of the initial investor closing, (iii) when the client’s first investment
      was made, or (iv) when subadvisory or other consulting fees are due.

      Separately managed account fees are negotiable and memorialized in the advisory
      agreement for each client. Please refer to Item 6 (Performance Based Fees and Side-by-
      Side Management).

      OTHER COMPENSATION, FEES AND EXPENSES

      If other types of fees and expenses are paid by a client, they will be described in the
      client’s offering memorandum or joint venture or other agreement negotiated directly
      with an investor or client, if known.

      Some of the other types of fees and expenses that usually will be paid by a private fund
      client are: auditing fees and costs; custodial fees and costs; banking fees and costs;
      franchise taxes and entity formation and maintenance fees; legal expenses; third party due
      diligence expenses; securities and “blue sky” filing fees; an allocable portion of the costs

MainLine
Investment Advisers LLC

Part 2A of Form ADV: Firm Brochure                                Page 7

      (including third party service fees) related to recording, managing and reporting of
      accounting, tax and financial information, investor subscription processing, cash calls and
      distributions; fees and costs related to asset management information technology and
      software; fees and costs related to anti-money laundering and other regulatory
      compliance; expenses related to roadshows and offering related activities; certain
      placement fees; postage and travel expenses.

      The private fund client also will reimburse the Firm or an affiliate for the services
      performed by the Firm’s attorneys and accounting professionals directly to or for the
      benefit of the client (whether the services relate to general administrative matters or the
      business operations of the client). These will be paid only if the client would otherwise
      have engaged outside professionals to perform the services. The fees that are charged do
      not exceed rates customarily charged by outside attorneys or accounting professionals.

      BILLING PROCEDURES

      We charge advisory fees monthly in advance, but sometimes we charge fees quarterly or
      semi-annually in advance. If the fee start date is not the first of a month, the first billing
      period may include a partial month. If an advisory contract with a client is terminated
      before the end of a billing period, the Firm will refund any overpayment of fees to the
      client. The overpayment of fees will be calculated based on the number of full months
      remaining in a billing period after the contract was terminated. No refund will be given
      for a partial month.

      Under most advisory contracts with Firm clients, after an initial period of years (usually 3
      to 5), we can collect advisory fees only out of cash available for distribution and not out
      of capital contributions made by investors to the client. If cash is not available to pay
      advisory fees in the period earned, the fees may be accrued and their payment deferred.
      We collect deferred fees when cash becomes available before cash distributions are made
      to investors, unless we waive payment of those fees at the sole discretion of the Firm. If
      a client does not deploy all of the capital originally committed by investors, and as a
      result elects to reduce the amount of such uncalled capital commitment, advisory fees that
      have already been paid or accrued on such uncalled capital will not be refunded.
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Item 7 – Types of Clients
      Please refer to Item 4 above.

      Some of the Firm’s clients are individuals or entities that have engaged us to provide
      non-discretionary investment management services under a separately managed account
      agreement. The Firm’s advisory clients, however, are usually private equity, real estate,
      or venture capital investment funds. Some of our clients are limited partnerships or
      limited liability companies that are related to us because there is some common
      ownership and/or control between the Firm’s owner or an advisory affiliate and the
      general partners or managers of those clients. Some of our clients are funds of funds,
      meaning that they invest in other investment funds that may or may not be related to us.
      These clients are expected to be closed end (meaning they do not accept additional
      subscribers after a stated offering period) investment funds with capital committed by
      investors that is usually drawn down and contributed over time to purchase investment
      securities or assets that are not securities and pay expenses. Sometimes capital is all due
      upon initial subscription, and sometimes fund expenses are paid under an expense

MainLine
Investment Advisers LLC

Part 2A of Form ADV: Firm Brochure                                Page 9

      reimbursement program with investors. Most of our clients do not offer redemption
      rights or liquidity to their investors. Our fund clients’ investors are typically (but not
      exclusively) high net worth individuals and trusts and other family investment entities
      created by those individuals and in some cases may be considered institutional accounts.
      Some investors may be institutions. Investors often invest in more than one fund or other
      related investment opportunity.

      We also manage separate advisory accounts for individual or institutional investors
      investing in private companies, or an institutional investor may be the only investor or
      one of only a few investors in an advised private fund or venture capital fund.

Item 8 – Method of Analysis, Investment Strategies and Risk of Loss
      METHOD OF ANALYSIS AND INVESTMENT STRATEGY

      The Firm advises its clients primarily about making investments in private companies.
      Each client will have a specific strategy and investment focus that is described in the
      client’s offering memorandum or joint venture or other agreement negotiated directly
      with an investor or client. Some clients may have strategies similar to other clients. The
      client’s offering memorandum and/or limited partnership or operating agreement, joint
      venture or other agreement negotiated directly with an investor may include specific
      guidelines or restrictions on investments. The Firm’s role is to (i) find investment
      opportunities that fit the client’s specific strategy, (ii) diligently investigate each
      investment’s benefits and risks (called due diligence), (iii) make recommendations to
      each client whether to buy, hold or sell an investment, and (iv) monitor the performance
      of investments made. The Firm will review its recommendations against any specific
      guidelines or restrictions on the client’s investments.

      The Firm does not make the final investment decisions. The final investment decisions
      are made by the general partners or managers of the various investment funds that are our
      clients. As stated elsewhere in this brochure, there typically is common ownership or
      control between the Firm or an advisory affiliate and some of those general partners or
      managers. In cases of separately managed accounts, clients make the final investment
      decisions.

      DUE DILIGENCE

      MLIA’s Investment Professionals or its consultants perform due diligence on each
      investment opportunity. Due diligence will vary depending on the type of investment but
      will usually include some or all of the following:
                  • Review, preparation and/or analysis of business plan
                  • Review and negotiation of legal documents relevant to the security
                  • Review of insurance coverage
                  • Review of historical financial information
                  • Research and analysis of market information

MainLine
Investment Advisers LLC

Part 2A of Form ADV: Firm Brochure                               Page 10

                 •   Research and review of competition
                 •   Review, preparation and/or analysis of financial projections
                 •   Interviews and/or background checks of key company management and
                     joint venture partners
                 •   Lien searches of company assets and real estate
                 •   Review of material contracts and other company data

      The above is not an exhaustive list, nor does every item on the list apply to all investment
      opportunities. Moreover, due diligence performed on funds of funds tends to cover the
      manager(s) of funds versus the underlying assets. MLIA’s Investment Professionals use
      their experience and expertise to review each investment opportunity in a diligent way.
      For certain items on the list that require special expertise, consultants may be engaged on
      behalf of the client to perform research and prepare reports. Our employees then review
      and analyze those third-party reports. In addition, legal counsel is engaged on behalf of
      each client to prepare or review and negotiate legal documents with reasonable and
      customary provisions to protect the interests of the client. The client pays the fees and
      costs of consultants and legal counsel. To the extent affiliated consultants or legal
      counsel are engaged to provide services, the fees that are charged do not exceed rates
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