PRCE Management LLC

Item 5: Fees & Compensation

Compensation & Fee Schedules

The compensation and fees applicable to the Fund are outlined in detail in the Fund's Governing
Documents. A brief summary of that compensation and those fees is provided below.

In the event of a disposition of any asset of the Fund as set forth in its Governing Documents, PRCE
will receive a distribution from the Fund in an amount equal to 25% of the amount of the
appreciation in respect to the disposition (the "Shared Appreciation"). This will be the only type of
compensation paid to PRCE by the Fund.

120568058.3

PRCE may, and in some cases has, enter into "side letters" or similar agreements with certain
investors in the Fund, granting such investors specific rights, benefits, or privileges that are not
made available to other investors in the Fund or providing certain other rights related to such
investors' investments, including but not limited to, more favorable terms relating to information,
fees and liquidity.

Deduction of Fees

PRCE does not have the ability to deduct fees or other compensation from the Fund's assets. PRCE
does not currently bill fees in advance.

Other Fees & Expenses

In addition to the Shared Appreciation payable to PRCE, the Fund (with certain exceptions
described in the Governing Documents) pays for all reasonable costs and expenses incurred in
connection with the investments in their accounts, including (but not limited to) all costs and
expenses associated with negotiating and entering into contracts and arrangements in the ordinary
course of the Fund's business, all continuing costs and expenses of the offering or sale of the Fund's
interests (including without limitation fees and expenses of attorneys and accountants, filing fees,
printing and mailing costs), all costs and expenses of third party administrators retained for Fund
purposes, all costs and premiums of any fidelity and performance bonds and general partner,
liability and errors and omissions insurance coverage obtained in PRCE's reasonable discretion, all
legal, accounting, brokerage and other professional, expert and consulting fees and expenses arising
in connection with the Fund's business, all interest on Fund borrowings and other obligations, any
taxes payable by the Fund, all extraordinary expenses of the Fund, such as litigation costs, and all
other Fund custodial, offering, operating and portfolio transaction costs and expenses.

Item 12 below describes the factors PRCE considers in selecting or recommending broker-dealers
and determining the reasonableness of their compensation.

Transaction-Based Compensation

As discussed in Items 12 and 14, below, PRCE may appoint one or more broker-dealers or placement
agents to solicit prospective investors in the Funds, including its affiliated broker-dealer, First
Southern, LLC (“FS”). Any such placement agents and brokers employed by FS generally receive
commissions or fees, which, in some cases, includes participation in profit allocations or fees
otherwise payable to PRCE, as is agreed in the particular case with appropriate disclosure to the
respective Investor. Otherwise, neither PRCE nor its supervised persons receive compensation for
any client's purchase or sale of securities or other investment products, including the Fund.

120568058.3

Item 6: Performance-Based

Fees & Side-by-Side Management

Item 7: Types of Clients

PRCE provides advice to the Fund, which is a pooled private investment vehicle. Investors in the
Fund may include corporations, endowments, foundations, trusts, estates, individuals and pension
and profit-sharing plans. Investors generally must be an "accredited investor" as defined in
Regulation D under the Securities Act of 1933, as amended (the "Securities Act").

Investors in the Fund will generally be required to make a minimum initial investment in such
amount as may be set forth in the Governing Documents of the Fund. However, PRCE may accept
lower amounts at its (or the relevant general partner's) discretion.