Prime Meridian Capital Management LLC

Item 5 - Fees and Compensation

Compensation

Management Fee

The Management Fee will be payable monthly in arrears. In its sole discretion, PMCM
may change the terms and/or amount of the Management Fee for Limited Partners or
Managers that are principals, employees, or affiliates of PMCM, relatives of such persons,
and for certain large or strategic investors.

Prime Meridian Income Fund, LP

The Fund will pay PMCM a monthly management fee calculated at an annual rate of
0.75% based on the end value of each Limited Partner’s Capital Account (the
“Management Fee”).

Prime Meridian Special Opportunities Fund, LP

The Fund will pay PMCM a monthly management fee calculated at an annual rate of
1.00% based on the end value of each Limited Partner’s Capital Account (the
“Management Fee”).

Prime Meridian NPL LLC

The Fund will pay PMCM a monthly management fee calculated at an annual rate of 1%
based on the end value of each Member’s Capital Account (the “Management Fee”).

Performance/Incentive Fee

With respect to investors who are qualified clients in the Funds, PMCM receives a
quarterly incentive fee of 10% for PMI, 20% for the NPL, and SOF, of the increase in the
value of each Limited Partner’s or Member’s Capital Account (the “Incentive Fee”),
prorated and adjusted for additions and withdrawals. In the event of losses in periods
after an Incentive Fee has been earned ("Carry Forward Losses"), the Incentive Fee will
not be charged until there are subsequent new net profits. The quarterly Incentive Fee
will not be refunded by virtue of subsequent losses. In the event that a partial redemption
occurs when there is a Carry Forward Loss, the amount of the Carry Forward Loss will
be reduced for future periods by the ratio obtained by dividing the amount of the
redemption by the Limited Partner's or Member’s capital account prior to such
redemption.

In its sole discretion, PMCM may change the terms and/or amount of the Incentive Fee
for Limited Partners or Managers that are principals, employees, or Affiliates of PMCM,
relatives of such persons, and for certain large or strategic investors.
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Valuation

Refer to the Funds’ Offering Documents for details on methods used to determine the
value of the Funds’ assets and liabilities.

Payment of Fees

Fees and compensation paid or allocated to PMCM by the Fund are generally deducted
from the assets of such Funds at the times and in the manner discussed above.

Other Fees or Expenses

PMCM shall pay its own expenses such as office rent, supplies, stationery, secretarial
expenses, charges for furniture and fixtures, employee insurance, payroll taxes and
compensation of employees. The Funds will be responsible for paying its ordinary fund
expenses including legal, third-party accounting, audit and other professional fees and
expenses, third-party administration fees and expenses, and research expenses
(including research-related travel). Organizational expenses of the Funds will be paid by
PMCM. The Funds will bear any extraordinary operating expenses included in the
operation of the partnership or membership, if any, such as legal or accounting expenses
relating to tax examinations or litigation involving the Funds. In addition, the Funds will
bear any ordinary transaction fees and expenses directly related to the Funds’ investment
activities, including the servicing fee paid to the Issuers as described below. It should be
noted that the Funds may compensate persons who have been instrumental in the sale
of limited partnership or membership interests which compensation may be paid from the
Management Fee and/or Incentive Fee. In no event will such compensation be borne by
or otherwise charged to the Funds, the Limited Partners or Members, or any prospective
Limited Partners or Members.

PMCM shall pay its organizational expenses, including expenses incurred in connection
with the initial offer and sale of Interests in the Funds.

The forgoing list is not all inclusive and only highlights primary Fund expenses. Fund
Investors are directed to the applicable disclosures in the Offering Documents for a
complete listing and description of the fees and expenses related to each specific Fund.

Redemptions/Withdrawals

Limited Partners or Members have very limited withdrawal rights and should carefully
review the Funds’ offering documents for specific Fund limitations.

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Item 7 - Types of Clients

Investment Funds

As described in Item 4, PMCM provides investment advice to a registered investment
company and private investment funds that meet the exclusion from the definition of an
investment company under Section 3(c)(1) of the Investment Company Act for PMI, SOF,
and under Section 3(c)(5) for NPL.

In addition, the Offering Documents for each Fund will set minimum amounts for
investment by prospective investors (each, a “Fund Investor”). We may modify or waive
such minimum investment requirements from time to time; however, investors in any Fund
must generally be: (i) "accredited investors"; (ii) "qualified purchasers" or "qualified
clients”; and (iii) meet other suitability requirements.

The Funds’ stated minimum initial capital contribution is $500,000.

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