Two Parks Capital LLC

Item 5: Fees and Compensation

We are generally compensated for our advisory services based on a percentage of assets under

Two Parks Capital LLC                                    Form ADV Part 2A March 2026
management. Specific fee arrangements are set forth in the relevant Governing Documents for
each Fund. However, we may negotiate different fee arrangements with any Client or with any
investor in any of the Funds that we manage, subject to applicable tax, legal and regulatory
considerations.

Investment Management Fees

External investors in the Funds are referred to as the limited partners (“Limited Partners”).
We waive Management Fees, in whole or in part, for some (but not necessarily all) of our
principals, employees, affiliates, and family members (each a “Two Parks Party”) as to the
investments they make in a Fund. Two Parks Parties, including Executives of the Firm or its
affiliates, may invest in the Funds through entities designated as “Special Limited Partners”.

The Firm generally receives a Management Fee of up to 1.5%, calculated based upon capital
commitments or invested capital depending on our negotiated agreements with a Client and its
underlying investors. For some Funds, the fee varies based upon whether their active investment
period has expired. For example, the Management Fee may be charged based upon
(x) capital commitments, during the Fund’s investment period and (y) invested capital,
following the expiration of the Fund’s investment period. For other Funds, the Management
Fee is charged based upon a blended calculation with specified rates applicable to (x)
uncontributed capital commitments and (y) invested capital. The Management Fee may be paid
in advance or arrears. For certain Funds, Management Fees borne by the investors are subject
to a sliding scale discount provided in respect of larger capital commitments and may also be
customized with respect to an underlying investor. The Firm is typically permitted to exercise
discretion to waive, reduce or otherwise modify the Management Fee applicable to any investor,
or all investors, in each Fund. Investors should refer to the respective Fund’s Governing
Documents for detailed information regarding the calculation or payment of Management Fees
for that Fund.

Carried Interest

Some employees and partners of the Firm and its affiliates will be apportioned carried interest
distributions from the Funds based on profits attributable to the Limited Partners (excluding
Two Parks’ principals, employees, affiliates, and family members) (“Carried Interest”).
Carried Interest distributions will typically be paid to individuals indirectly through the general
partners of the Funds.

The Firm is typically entitled to receive Carried Interest of up to 20% of investment profits, or
of investment profits in excess of one or more specified hurdles, pursuant to a distribution
waterfall described in the Fund’s Governing Documents. Such distributions generally require
(i) invested capital to be returned to the Fund or its underlying investors, and (ii) a specified
preferred return (typically 6-8% or higher) to be received by the Fund or its underlying
investors, in each case prior to the Firm’s receipt of Carried Interest. The specific manner of
calculation and the application of Carried Interest is disclosed in each Fund’s Governing
Documents that provide for such distributions, as applicable. The Firm is typically permitted to
exercise discretion to waive, reduce or otherwise modify the Carried Interest applicable to any
investor, or all investors, in each Fund. Investors should refer to the respective Fund’s
Governing Documents for detailed information regarding the calculation or payment of Carried
Interest for that Fund.

Carried Interest profit allocations are subject to regulation under Section 205 of the Advisers
Act and Rule 205-3 thereunder. Therefore, the Firm will ensure that any applicable Fund or

Two Parks Capital LLC                                        Form ADV Part 2A March 2026

Limited Partners in a Fund that are directly or indirectly assessed performance fees or are
subject to carried interest profit allocations in the Firm’s discretion satisfy the qualifications of
Rule 205-3 under the Advisers Act and have been advised of such fees or allocations and their
risks.

Net proceeds attributable to investments in portfolio companies to be distributed to Limited
Partners will be apportioned among the Limited Partners in accordance with their capital
commitments utilized by the Funds for such investment, and the amount so apportioned to a
Limited Partner (other than a Two Parks Party) is then further apportioned between such
Limited Partner and the General Partner.

Payment Method

Management fees are typically paid quarterly, in advance or in arrears, either by issuing capital
calls to the investors or by making payments from investment proceeds or other cash held by
the Funds.

Expenses

Below is a general, non-exhaustive overview of expenses that are typically applicable to the
Funds. Prospective and current investors should review the relevant Governing Documents for
information regarding expenses that are applicable to a specific Fund.

Organizational Expenses

Subject to any expenses that may be described in the Partnership Agreements for the Funds, the
Funds generally bear all reasonable legal and other organizational, operating and offering
expenses incurred in the formation of the Funds and related entities. Certain Funds may have a
cap on the organizational expenses which may be charged to the Fund.

Investment/Deal Expenses

The Funds typically pay all investment related costs like due diligence costs and professional
advisor fees, whether or not the investment is consummated.

Operating Expenses

The Firm and/or its affiliates pay all ordinary administrative and overhead expenses in
managing investments of the Funds, including salaries, benefits and rent. The Funds pay all
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Item 7: Types of Clients

We advise certain private pooled investment vehicles, including private investment Funds, co-
investment vehicles, and single investor vehicles. However, we intend to provide advisory
services to other investment vehicles, including other private pooled investment vehicles, in the
future. Investors in our Funds generally include, without limitation, high-net worth individuals,
pension plans, trusts, financial institutions, sovereign wealth Funds, insurance companies,
family offices, and other U.S. and non-U.S. entities. Current and former employees and certain
affiliates of the Firm also invest in the Funds in certain circumstances. Each investor is required
to meet certain suitability requirements. The Funds that we manage in the United States
ordinarily take the form of limited partnerships or limited liability companies that rely on an
exemption from registration under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). To the extent we manage pooled investment vehicles that are
organized outside the United States, we expect that they would ordinarily take the form of
corporations or limited partnerships. We do not impose a standard set of minimum fees or other
conditional requirements for any Fund relationships. With respect to the Funds, in some cases
there is a minimum capital commitment from each underlying investor. However, a Fund’s
Governing Documents typically provide that we may accept lesser commitments in our sole
discretion, and from time to time we have accordingly waived the applicable minimum capital
commitment.