Millennia Global Investors LLC

Item 5 - Fees and Compensation

       The fees and compensation payable to Millennia and the manner in which they are charged
       is set forth in each Fund’s Governing Documents. In consideration of Millennia’s
       investment advisory services, Millennia typically charges a management fee based on an
       annualized rate applied to a Fund investor’s capital commitments and/or invested capital.
       Millennia typically deducts these management fees from the Fund on an annual or quarterly
       basis in advance, or as otherwise set forth in the Governing Documents. In the event of
       early termination of a Fund, management fees that have been prepaid are returned on a
       prorated basis. Management fees and carried interest generally are not negotiable. However,
       Millennia (or an affiliate) has discretion to reduce or waive management fees and/or carried
       interest. Certain Investors, including affiliates of the Adviser, pay reduced or no
       management fee or carried interest on their investments.

       The general partner for each Fund, which is affiliated with Millennia, is also eligible to
       receive certain allocations and distributions calculated and charged based on a share of
       capital gains on or capital appreciation of the assets of the applicable Funds, as set forth in
       the Fund’s Governing Documents. These allocations and distributions are commonly
       known as “carried interest.”

       Carried interest generally will be distributed to Millennia’s affiliates from time to time upon
       the disposition of investments by a Fund and are distributed to such affiliates in accordance
       with the Fund’s Governing Documents.

       Millennia and its affiliates generally pay all of their own operating and overhead costs and
       expenses, including salaries of Millennia’s employees, rent and other expenses incurred in
       maintaining Millennia’s place of business and costs and expenses related to registration
       and filing of Millennia as an investment adviser under the Investment Advisers Act of 1940
       (the “Advisers Act,”) and the filing of regulatory reports and other filings with the SEC or
       similar agencies relating to such status.

       In addition to the management fees and carried interest, a Fund will incur certain charges
       imposed by third parties and other expenses. Such expenses may include (but are not
       limited to): (i) all general investment expenses (e.g., investment–related expenses,
       including travel and due diligence expenses); (ii) all administrative, legal, accounting,
       auditing, recordkeeping, tax preparation, compliance, custodial and consulting costs; (iii)
       fees, costs and expenses of third-party service providers that provide services to a Fund;
       and, (iv) any extraordinary expenses, among other expenses. All such costs and expenses
       are disclosed in a Fund’s Governing Documents.

       The Firm and its affiliates may charge portfolio companies directors’ fees, transaction fees,
       monitoring fees, advisory fees, break-up fees and other similar fees. The types of other fees

Millennia Global Investors, LLC                                        Form ADV Part 2A Brochure

       and expenses incurred will vary from Fund to Fund, as set forth in the Fund’s Governing
       Documents. Any such fees would generally be allocated among the Funds on the basis of
       capital committed by each to the relevant investment.

Item 7 - Types of Clients

       Millennia currently provides investment advisory services to the Funds, which are privately
       offered pooled investment vehicles. The Funds are not registered or required to be
       registered under the Investment Company Act of 1940; are not made available to the
       general public; their securities are not registered or required to be registered under the
       Securities Act of 1933, as amended (“Securities Act”); and Fund interests are privately
       placed to certain qualified investors. Investors in each Fund must meet eligibility criteria
       and are subject to certain withdrawal requirements and limitations. Qualified investors
       include individuals or entities to which Fund interests are permitted to be sold, which
       generally include individuals who meet certain net worth, income and/or financial
       sophistication requirements, and entities with a certain amount of assets. Prospective
       investors are encouraged to thoroughly review the Governing Documents for the relevant
       Fund. Investors are required to invest a minimum amount, as set forth in the respective
       Governing Documents, but Millennia may waive the minimum investment amount for any
       Investor.