Maple Park Capital Partners Management LP

Item 5 – Fees and Compensation

A.      Fee Schedule
All Investors and prospective investors should review the Governing Documents of each Fund
together with this Brochure for complete information on the fees and compensation payable
with respect to any particular Fund. Generally, Maple Park receives a management fee and
performance allocation from Clients. Such compensation arrangements are set forth in the
relevant Governing Documents of the applicable Fund. The fees and compensation payable to
Maple Park are negotiable at Maple Park’s sole discretion. A brief summary of the range of
compensation is generally as follows:
        1.      Management Fee
With respect to the Funds, Maple Park will typically receive an annual management fee of up
to two percent (2%) of each Investor’s capital commitments or investment contributions (the
“Management Fee”), as more fully detailed in the respective Governing Documents. The
Management Fee is payable quarterly in advance. Installments of the Management Fee
payable for any period other than a full quarterly period are adjusted on a pro rata basis
according to the actual number of days in such period.
        2.      Performance-based Fees
From the Funds, Maple Park generally receives an incentive allocation equal to a percentage
of the net income allocated to each Investor for the year and subject to a preferred return, as
more fully described in the relevant Governing Documents. This incentive allocation is
generally 20% and is typically made at the end of each calendar year.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(together, with the rules and regulations promulgated thereunder, the “Advisers Act”).
        3.      Other Fees
Organizational Expenses
The Funds will pay or reimburse Maple Park for the Funds and their affiliated entities’
structuring, establishment, organization, negotiation, closing, funding and startup expenses
(“Organizational Expenses”), including travel, other air travel, car or ride sharing services or
other modes of transportation, meals, lodging and entertainment, printing, mailing, postage,
courier, legal, capital raising, accounting, tax, regulatory compliance (including initial and/or
preliminary registrations, filings and compliance). A detailed description of the
organizational expenses charged to any particular Fund managed by Maple Park are more
fully detailed in the relevant Governing Documents, and prospective investors are
encouraged to thoroughly review the relevant Governing Documents.
Funds Expenses
In addition to the Management Fee and Organizational Expenses, each Fund will pay, or
reimburse Maple Park for, all other fees, costs, expenses, liabilities and obligations relating to

the Fund and/or its subsidiaries’ activities, business, portfolio companies or actual or
potential investments, whether incurred prior to, or following, the initial closing date,
including with respect to any entity formed to effect the acquisition and/or holding of a
portfolio company (to the extent not borne or reimbursed by a portfolio company or potential
portfolio company). A detailed description of the fund expenses charged to any particular
Fund managed by Maple Park are more fully detailed in the relevant Governing Documents,
and prospective investors are encouraged to thoroughly review the relevant Governing
Documents. The Funds also bear fees and expenses indirectly to the extent a portfolio
company (or intermediate entity) pays fees and expenses, including fees and expenses of
Maple Park and/or its affiliates and company-level fees and expenses not covered by the list
of permissible expenses set forth in the Governing Documents; the relative percentage of
these expenses that are borne by various stakeholders (including the relevant Fund, any co-
investors, portfolio company management and other persons) is expected to depend upon
the level at which such expenses are charged or incurred, and, as a result, some stakeholders
are expected to bear an amount of fees or expenses disproportionate to the benefits they
receive, or in some cases without receipt of any direct benefits. Expenses charged at the level
of a portfolio company or intermediate entity, or capitalized into the cost of a transaction,
generally will not be reflected as Fund expenses in calculating the gross and net performance
of the relevant Fund, and so Maple Park expects to be subject to potential conflicts of interest
in determining whether certain expenses should be charged to the portfolio company or
intermediate entity or capitalized into transaction costs.
Transactions Fees
Transaction fees (“Transaction Fees”) include each Fund’s portion of any: (i) directors’ fees,
financial consulting fees, corporate finance fees, monitoring fees or advisory fees paid to
Maple Park with respect to any Fund investment; and (ii) transaction fees paid to Maple Park
with respect to any Fund investment, in each case net of certain expenses (including those
described below) as set forth in the relevant Governing Documents; but not including, in any
event, any amount received by Maple Park or other individual or entity (collectively,
“Persons”) (A) as reimbursement for expenses, (B) as payment for services provided to any
portfolio company in the ordinary course of such portfolio company’s business, (C) as
compensation for services provided by Maple Park or another Person as an employee of, or
in a similar capacity, for a portfolio company or (D) to the extent approved for such treatment
by the limited partner advisory board of the relevant Fund (each, an “Advisory Board”). The
Funds are expected to, directly or indirectly, receive break-up and similar fees (collectively,
“Break-Up Fees”) with respect to unconsummated investments.

Maple Park, the Funds, and their respective employees, partners, members, shareholders,
...

Item 7 – Types of Clients

Maple Park will provide investment advice and management to the Funds. The minimum
investment required to invest in each of the Funds is described in the Governing Documents
of the applicable Funds and is generally $10,000,000, although commitments of lesser
amounts may be accepted at the discretion of Maple Park.
Maple Park will restrict the number of Investors in the Funds and will offer Interests only
through private placements in order to maintain their exclusion from “investment company”
status under the Investment Company Act of 1940, as amended (the “Investment Company
Act”).
Prospective investors in the Funds must meet eligibility criteria. Prospective investors are
encouraged to thoroughly review the Funds’ Governing Documents, which set forth all of the
terms in detail. Though the Clients generally pursue the same strategy, offering terms will,
under certain circumstances, differ.
Each Investor generally must be (i) an “accredited investor,” as that term is defined in
Regulation D promulgated under the U.S. Securities Act of 1933, as amended (together, with
the rules and regulations promulgated thereunder, the “Securities Act”), (ii) a “qualified
client,” as that term is defined under the Advisers Act, and (iii) a “qualified purchaser,” as that
term is defined under the Investment Company Act.