Park Square Capital USA LP

Item 5 – Fees and Compensation

A.     Fee Schedule
Park Square’s fees and expenses are described generally below and detailed in each Fund’s
Governing Documents. Investors in the Funds should refer to the PPM and the applicable
Governing Documents for an accurate description of each Fund’s fees, compensation, and
expenses.
The fees and compensation payable to the Firm and the General Partner are negotiable and
vary among the Funds. However, the range of compensation is generally as follows:
Management Fee and Performance-Based Compensation
Park Square generally receives a management fee (“Management Fee”) and performance-
based compensation or carried interest (“Performance Allocation”) from a Fund.
Management Fees are paid quarterly in advance and are generally calculated on committed
capital, invested capital, a combination of both, or with respect to the Firm’s open-ended
strategies on net asset value, generally ranging from 0.295% up to 1.5% depending on the
relevant Fund. Where Management Fees are calculated on committed capital and/or invested
capital, Park Square is entitled to Management Fees regardless of the Fund’s performance. In
addition, Park Square receives a Performance Allocation, generally ranging from 5% up to
20%, depending on the relevant Fund. The specific fee arrangements, including any
applicable discounts, waivers, or negotiated terms, are outlined in each Fund’s Governing
Documents, which investors should consult for full details.
In the event that the Firm receives fees from the portfolio companies of a Fund any portion
of which could be retained by the Firm, its employees or executives, such fees will be subject
to applicable fee offset provisions with respect to Management Fee, Performance Allocation,
General Partner’s share or similar fee contained in the Governing Documents of a Fund and
any other Fund.
The Firm reserves the right to negotiate, waive, reduce, rebate, or calculate differently, its
fees with respect to any Fund or Fund investor. To the extent the Firm offers advisory services
to separately managed accounts in the future, it will do so pursuant to negotiated fees with
each client, as documented in a client investment management agreement.
B.     Payment of Fees
Management Fees and Performance Allocation are deducted from Fund assets, including, for
the avoidance of doubt, a subscription-line facility, by drawdown of capital commitments
from investors or by deducting amounts from distributions received by such Fund.
Management Fees are paid quarterly in advance. The Performance Allocation for the Firm’s
closed-ended strategies is generally determined on a whole-Fund basis as of any date on
which an investor receives a distribution from such Fund. To receive a Performance
Allocation, Park Square generally has to achieve a minimum annualized effective internal rate

                                                                            Part 2A of ADV:
                                                       PARK SQUARE CAPITAL USA LP Brochure

of return on an investor’s committed capital, which ranges from 5% - 8% depending on the
relevant Fund.
In its open-ended strategies, the Firm applies a Performance Allocation on a per-class basis,
determined annually by reference to the appreciation in net asset value per unit. The
Performance Allocation is imposed only on those classes that have appreciated and is applied
uniformly across all investors within the same class. In the event of a redemption prior to the
end of a calculation period, any accrued Performance Allocation is crystalized applying the
same methodology as would apply at the at period-end.
C.     Fund Expenses and Other Fees
As set forth more fully in the Governing Documents, each Fund (unless provided to the
contrary in its Governing Documents) will bear organizational and offering expenses,
including legal, accounting, regulatory, and administrative costs, as well as expenses related
to onboarding platforms and virtual data rooms and placement fees (if any). Where agreed in
the Governing Documents, such expenses are subject to a specified limit (an “Expense Cap”)
and any expenses in excess of the Expense Cap will be paid by the General Partner through
an offset against the Management Fee.
In addition, a Fund is responsible for a broad range of ongoing operational expenses not
reimbursed by portfolio companies. These include, but are not limited to: administrative and
compliance costs; investment-related expenses (e.g., due diligence, structuring, trading, and
AML/KYC checks); professional fees (e.g., auditors, legal counsel, and consultants); insurance
premiums; tax and regulatory filings; technology and cybersecurity costs; broken deal and
abort fees; costs associated with transfers, defaults, and onboarding; and expenses related to
a Fund’s advisory committee and annual meetings. Extraordinary expenses can also be
incurred as necessary.
Transaction-related fees (e.g., monitoring, advisory, closing, syndication, and underwriting
fees), to the extent received from portfolio companies, will be applied in full, on a pro rata
basis, to reduce the Management Fee payable by the Funds. Management Fee reductions will
be carried forward if necessary. The Funds will incur brokerage and other transaction costs
as discussed further in Item 12.
Certain Funds have entered, and other funds could enter, into a strategic alliance with third
parties under which a Fund receives priority access to certain investment opportunities.
Under these arrangements, the third party could receive sourcing or origination fees in
connection with these investments. To the extent any fees are paid to the Firm in respect of
investments sourced under these arrangements, such fees are also fully offset against the
Management Fee.
All expenses are allocated among the Funds and other affiliated accounts based on time spent
or other equitable methodologies (including, in the case of shared service arrangements,
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Item 7 – Types of Clients

The Firm provides investment advice and management to the Funds and, in the future, will
provide the same or similar services to other private investment funds and/or other clients.
Each Fund is expected to be excepted from the definition of “investment company” pursuant
to Section 3(c)(1) and/or Section 3(c)(7) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”) and, therefore, will not be registered as investment
companies nor subject to the requirements applicable to such companies under the
Investment Company Act. Fund interests will be offered and sold generally to investors that
are (i) “accredited investors” as defined under Regulation D of the Securities Act of 1933, as
amended and (ii) “qualified purchasers” or other “knowledgeable employees” of Park Square,
as defined under the Investment Company Act.
Prospective investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective investors are encouraged to
thoroughly review a Fund’s Governing Documents, which set forth all of the terms in detail.