Madison Capital Partners Corporation

ITEM 5 – FEES AND COMPENSATION
Fees
The manager of each Fund will generally receive an annual management fee with respect to the
Fund as follows: (i) until the closing of the Fund’s first acquisition, a fixed fee, and (ii)
thereafter, subject to a minimum, a percentage of the aggregate earnings before interest, taxes,
depreciation and amortization, as defined in the governing documents (“EBITDA”), of the
Fund’s portfolio companies. The manager of each Fund, in its discretion, may waive or reduce
the management fee.
Until the closing of a Fund’s first acquisition, the management fee generally will be paid by the
Fund monthly in advance and, thereafter, the management fee generally will be paid by the
applicable portfolio company quarterly in advance. Management fees are generally paid out of
current cash flow. Management fees are fully earned when paid and not refundable.
In addition to management fees, Adviser and/or its affiliates may be entitled to receive certain
fees from actual or prospective portfolio companies of the Funds, including transaction and
closing fees.
Under each Fund’s governing agreement, the manger of the Fund generally will be entitled to
receive carried interest distributions. The carried interest distributions will generally be an
amount equal to a percentage, generally 20 or 25%, of the distributed profits from each portfolio
investment made by such Fund after the return of invested capital with respect to such portfolio
investment. Distributed profits earned on a portfolio investment will not be offset by Fund
expenses or realized losses on, or permanent write-downs of, other portfolio investments.
Adviser and/or its affiliates, in their discretion, may waive or reduce the carried interest
distributions as to all or any of the investors in the Fund.
The carried interest distributions for each Fund generally are paid out as distributions of the net
cash proceeds attributable to dispositions of portfolio investments of the Fund or from equity
distributions from the portfolio investments of the Fund.
The amount of, and the manner and calculation of, the management fees and carried interest
distributions for each Fund are set forth in the governing documents and Offering Materials of
the Fund.
Adviser and its affiliates will not receive sales commissions in connection with sales of interests
in a Fund.
Fees for comparable services may be different from other sources. The expenses of a Fund,
including any management fee and carried interest distributions, may constitute a different

percentage of average net assets than would be found in other investment vehicles not managed
by Adviser or its affiliates.
Costs and Expenses
Generally, a Fund bears all legal, accounting and other fees, costs and expenses of and incidental
to organizing and funding the Fund and the manager of the Fund as set forth in the governing
documents and Offering Materials of the Fund. A Fund and/or its portfolio companies will bear
the operational costs and expenses of the Fund. Such costs and expenses may be paid directly by
a Fund and/or its portfolio companies or paid by Adviser or its affiliates, in which case the Fund
and/or its portfolio companies will reimburse Adviser and its affiliates for all or any portion of
such expenses. Such costs and expenses may include, but are not limited to: (i) legal, auditing,
custodial, consulting, financing and accounting fees and expenses of the Fund; (ii) expenses
associated with preparation of the Fund’s financial statements, reports to Fund investors and tax
returns; (iii) out-of-pocket expenses and other expenses incurred in connection with the operation
of the Fund under the laws of the jurisdiction in which it is organized; (iv) out-of-pocket
expenses of transactions not consummated; (v) expenses of litigation and indemnification; (vi)
insurance premiums; (vii) expenses of advisory board meetings and meetings of the Fund
investors; (viii) other expenses associated with the acquisition, holding and disposition of the
Fund’s portfolio companies including extraordinary expenses; (ix) any taxes, fees or other
governmental charges levied against the Fund; and (x) costs of dissolving and winding up the
Fund. Fund investors may also bear a portion of any fees or expenses charged by any special
purpose vehicles that have been formed to facilitate portfolio investments by the Funds or their
investors for operational, tax, regulatory or economic purposes.
Although the services of broker-dealers are generally not used for Fund transactions, in the event
a broker-dealer is used, the Fund and/or its portfolio companies will bear brokerage and
transaction costs to the extent incurred. For additional information regarding brokerage and
transaction costs, see Item 12 below.

ITEM 7 – TYPES OF CLIENTS
Adviser provides investment advisory services to the Funds. Investment advice is provided to
the Funds and not individually to the investors in the Funds.
The manager of each Fund generally requires investors in a Fund to make a minimum
commitment to the Fund. The manager of each Fund, in its sole discretion, may waive the
minimum commitment amount.
Investors in a Fund generally must be “accredited investors” under Regulation D who are eligible
to enter into a performance fee arrangement under the Advisers Act. In addition, if a Fund relies
on Section 3(c)(7) under the Investment Company Act, investors also generally must be
“qualified purchasers” under Section 2(a)(51)(A) of the Investment Company Act. The manager
of each Fund generally requires Fund investors to make representations concerning their
financial sophistication and ability to bear the risk of loss of their entire investment in the Fund.