Palm Drive Capital LLC

Fees and Compensation

A.       As compensation for its services, PDC receives an annual management fee (the “Management Fee”)
based on a fixed rate or percentage of a Fund’s committed capital or invested capital. The Management Fee
generally ranges from 1-2% of the total committed capital per annum. The Firm and/or the General Partner
also receives incentive-based compensation ( “Carried Interest”) based on realized gains from investments.

B.       The Firm receives the Management Fee directly from a Fund on a semiannually basis. The calculation
of the Management Fee is derived from the most recent valuation of the portfolio, as determined by the the
Firm, General Partner or other responsible party. Carried Interest is typically deducted directly from a Fund’s
assets as investments realize gains and not on a pre-determined schedule.

C.        The Firm receives from time to time monitoring fees, organization fees, administrative fees or set-up
fees, consulting fees or other similar fees from a Fund, a Fund’s portfolio companies or their respective
affiliates. Unless otherwise disclosed, these fees will generally be offset in their entirety against the Management
Fee paid by the applicable Fund. Each Fund’s Governing Documents provide a more detailed description of
the fees charged and expenses borne by the Fund.

PDC and the Clients generally bear their own expenses. Expenses are allocated on a case by case basis in
accordance with the Governing Documents. Expenses the Clients may incur generally include but are not
limited to all costs and expenses relating to each Fund’s activities (to the extent not reimbursed by a portfolio
company), including:

    Additional expenses borne exclusively by the Partnership include, without limitation:

    (i)      Fund organizational expenses;
    (ii)     Fund liquidation expenses;
    (iii)    any sales or other taxes (unless otherwise addressed in the Governing Documents), and fees or
             government charges which may be assessed against the Fund;
    (iv)     commissions or brokerage fees or similar charges incurred in connection with the purchase or sale
             of securities (including any merger fees payable to third parties and whether or not any such
             purchase or sale is consummated);
    (v)      expenses of members of the Fund’s advisory committee (including reasonable travel-related costs
             and expenses);
    (vi)     the costs and expenses (including travel-related expenses) of hosting special meetings for the
             Funds, or otherwise holding meetings or conferences with investors, whether individually or in a
             group;
    (vii)    interest expense for borrowed money (if any);
    (viii)   all expenses relating to litigation and threatened litigation involving the Funds, including
             indemnification expenses;
    (ix)     expenses attributable to normal and extraordinary investment banking, commercial banking,
             accounting, auditing, appraisal, legal, finder's, custodial, transfer and registration services provided
             to the Funds and any expenses attributable to consulting services, including in each case services
             with respect to the proposed purchase or sale of securities by the Funds that are not reimbursed
             by the issuer of such securities or others (whether or not any such purchase or sale is
             consummated);
    (x)      travel expenses in connection with the investment activities of the Funds;

    (xi)     expenses associated with outsourcing certain financial reporting and accounting services provided
             to the Funds;
    (xii)    costs of financial statements and other reports (including Schedule K-1s) to and other
             communications with the Partners, as well as costs of all governmental returns, reports and filings;
    (xiii)   governmental registration, filing and licensing costs and fees relating to the Funds, the General
             Partner and PDC;
    (xiv)    premiums for liability or other insurance to protect the Funds, the General Partner and any of
             their respective partners, members, stockholders, officers, directors, employees, agents or affiliates
             in connection with the activities of the Funds;
    (xv)     and all other expenses properly chargeable to the activities of the Funds.

D.      Typically, the Management Fee is paid semiannually in advance. Carried Interest is paid in arrears upon
the disposition of a portfolio asset.

E.       Except as otherwise disclosed, neither the Firm nor any of its supervised persons receive, directly or
indirectly, any compensation from the sale of securities or other investment products.

Types of Clients

The Firm provides investment advisory services to pooled investment vehicles that are excepted from the
definition of investment company under the Investment Company Act of 1940 (the “Investment Company
Act”). In general, the minimum initial commitment is $2 million, depending on the Fund, although lesser
amounts may be accepted in the discretion of the General Partner.