Union Park Capital Management LP

Item 5.         Fees and Compensation

For our services to the Funds, we charge a management fee as described in the relevant
sections of Management Agreement and the Limited Partnership Agreement. No
management fee is payable with respect to any designated Union Park affiliate or the General
Partner. In addition, each Fund’s General Partner, an affiliate of Union Park through
common ownership and control, will receive Carried Interest, a form of performance-
based compensation, as described in relevant sections of the Management Agreement and
the Limited Partnership Agreement.

Management fees are charged quarterly in advance. Carried Interest, ranging from 10%
to 30%, based on net fund performance, is allocated upon the sale of any portfolio
company or realization of an investment or dividend. Limited Partners should refer to the
appropriate Fund offering documents for detailed information regarding fees and fee
offsets. It is also important to note that any new Fund launched by Union Park may have
similar or materially different terms than those summarized above.

Other Fees, Expenses and Off-Sets

Union Park investment professionals are frequently appointed as directors to portfolio
companies in which Union Park has made an investment. Union Park investment
professionals closely monitor the business activities of the portfolio companies and
frequently provide strategic advice and access to industry resources. As compensation for
this service Union Park may charge annual monitoring fees or other fees to portfolio
companies.
However, management fees are reduced dollar-for-dollar for any fees charged to the
portfolio.

Investors must understand the proposed method of compensation and its risks prior to
investing in any of the Funds. Prospective investors in any new Fund launched by
Union Park should refer to the appropriate Fund offering and organizational documents
for information regarding the fees charged by Union Park and/or the General Partner, as
applicable.

GENERAL INFORMATION:

Investments in Funds: The General Partner for each Fund is affiliated with Union Park
through common ownership and control. The General Partner of each Fund will
generally participate in the Fund’s investments by investing assets directly in the Fund.

Co-Investments: Union Park or a Fund’s General Partner may make co-investment
opportunities available to the Limited Partners, their affiliates, Union Park employees,
and certain third-parties, as appropriate and in the best interest of the Funds. Allocation
of such opportunities creates a conflict of interest as they are, by nature, limited and
participation is not possible for all or even most investors in the Funds. As such, Union
Park must determine which investors will be given the opportunity to co-invest and
which will not. Union Park has the discretion to allocate available co-investment
opportunities in the manner that it determines to be in the applicable Fund’s best interest.

Investors should note, however, that Union Park’s allocation of co-investment
opportunities is primarily driven by prior arrangements. For example, Union Park will
generally give priority to Limited Partners that had negotiated side letters requesting that
Union Park consider them for co-investment opportunities at the time of their original
capital commitment to the applicable Fund.

Pursuant to the respective Limited Partnership Agreements, certain executive officers and
employees of Union Park may also have direct investments in one or more of the
underlying portfolio companies through separate, affiliated entities formed for co-
investment purposes. Employees of Union Park and its subsidiaries may also be offered
additional opportunities, on a case-by-case basis, to co-invest in portfolio companies with
the Funds.

Write-Downs and Permanent Write-Offs: As disclosed above, following the investment
period, Management Fees collected by us are calculated based on funded Capital
Commitments that remain invested in portfolio companies less permanent write-offs in
certain funds. In accordance with the appropriate Fund’s offering memorandum, for the
purpose of determining the fee calculation, these assets are typically valued at cost minus
permanent write-offs, as appropriate. Investments are reviewed quarterly by our
Investment Committee for significant impairment. As a result of this fee calculation
methodology, a conflict of interest is created whereby Union Park has incentive to not
write-off valuations of portfolio companies as may otherwise be dictated by available
market data and prudent fair valuation techniques. To address this conflict, we have
adopted detailed Valuation Policies and Procedures. Write-offs, if any, are reviewed and

approved annually by the applicable Fund’s Advisory Board as part of the review and
approval of the entire fund portfolio as required under the terms of each Fund’s
Partnership Agreement. In addition, portfolio company valuations are reviewed on at
least an annual basis by an independent certified public accountant that is both registered
with and subject to regular inspection by the Public Companies Accounting Oversight
Board (PCAOB) and a copy of the audited financials are sent to each investor within 120
days of each Fund’s fiscal year end.

Clawbacks: In accordance with the terms of each Fund’s Partnership Agreement and/or
offering documents, distributions made by the Funds to its General Partner will be subject
to clawback if the distributions exceed the agreed Carried Interest or the limited partners
do not receive the agreed hurdle rate (if any). The clawback will not exceed the excess
distributions, minus the taxes on those distributions.

Lock-Up: Except as set forth in the applicable Fund’s offering documents, an investor in
any one of the Funds generally may not rescind any part of its capital commitment or
otherwise withdraw from any of the Funds. Private Equity Fund investing is for those
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Item 7.        Types of Clients

We provide investment management services to several private equity funds and
associated co-investors as disclosed at Item 4 of this Brochure.
Except as was permitted by us or the appropriate Fund General Partner, the minimum
required aggregate capital commitment to the Funds, if any, is stated in the Funds’
offering documents.
Prospective investors in any new Fund launched by Union Park should refer to the
appropriate Fund offering documents for information regarding that Fund’s minimum
required capital commitment and any additional qualifications required for investment.