Incline Global Management LLC

Fees and Compensation
All investors and potential investors should review the Governing Documents for the Funds in conjunction
with this brochure for more complete information on the fees and compensation payable with respect to the
Funds.

Incline Global and its affiliate, the Funds’ general partner, Incline Global Associates, LLC (the “General
Partner”); receive an annual management fee equal to or up to 1.75% of assets under management, and an
annual performance allocation of up to 20% of net profits for certain Funds. Management fees are generally
collected monthly in advance, while incentive allocations are generally assessed annually and are subject to
each investor’s respective high-water mark. Incline Global debits management fees directly from the Funds’
custodial accounts, and any incentive allocations are assessed directly against investors’ capital account
balances; investors are not invoiced for the Company’s services. The annual management and other fees
described above are generally subject to waiver or reduction by Incline Global in its sole discretion with
certain investors.

As disclosed in the respective Fund’s governing documents, in addition to management fees and incentive
allocations, investors in the Funds bear a variety of other expenses, including Fund’s formation expenses;
research and due diligence, including travel-related expenses associated with research and due diligence such
as airfare, hotel accommodations, train tickets; quotation and valuation services; underwriting and private
placements; order management software; brokerage commissions; transactions costs; trade settlement;
interest; custody fees; accounting; audit and legal expenses (some of which may be related to Incline Global
in connection with investment advice provided to the Fund); directors costs; costs of any litigation or
investigation and costs associated with reporting; liability insurance; and any costs of providing information
to existing and prospective investors. Investors bear technology and communication expenses related to
research.

The allocation of these costs to the Funds, rather than to Incline Global, creates a conflict of interest for
Incline Global. Expense allocation practices differ for various investment advisers and private fund
complexes, and in some cases expenses that are the same or similar to those listed above may be borne by a
private fund complex’s investment adviser. The Firm allocates the expenses noted above among the Funds
in good faith and in accordance with the Firm’s expense allocation policies and the fiduciary duty that it
owes to each of its Clients. The Funds do not reimburse Incline Global or the General Partner for other
general overhead costs.

Incline Global or the Funds may enter into separate agreements, including “side letters,” with certain
investors or Clients to waive certain terms or to allow such investors to invest on terms different than those
specifically described in the Funds’ Governing Documents. The side letters may waive or change terms
including annual management fees, performance allocation and limit the investor’s payment of Fund
expenses, described above. These agreements create preferences or priorities for investors with side letters
relative to other investors in a Fund.

Investors should review the Funds’ respective Governing Documents for more detailed information about
the expenses borne by the Funds.

Other Clients

The specific manner in which fees are charged by Incline Global is established in a Client’s written
investment advisory agreement with the Firm. Incline Global typically charges an asset-based fee on the
market value of a Client’s account. Certain Clients may be charged a performance-based fee in addition to

an asset based fee. Incline Global will generally bill its fees on a monthly or quarterly basis, either in advance
or arrears as may be negotiated and set forth in the underlying client’s written agreement with Incline Global.
A Client may be billed directly for Incline Global’s advisory fees or may authorize the Firm to debit its fees
from the Client’s account. Accounts initiated or terminated during a fee period will be charged a prorated
fee. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned,
unpaid fees will be due and payable. Certain Clients are charged a performance- based fee.

Performance Based Fees and Side-by-Side Management
See discussion of performance-based fees in the Fees and Compensation section above.

Incline Global may have an incentive to favor higher fee-paying Client accounts, which frequently include
those that pay performance-based compensation, over other accounts. Incline Global has a conflict of interest
when one fee structure causes higher fees to the Firm than the other fee structure, because Incline Global
may have an incentive to favor the Client accounts that pay the higher fees. To address this conflict, Incline
Global typically allocates all investment opportunities on a pro rata basis based on each Client account. In
addition, Incline Global has processes to review Client account investment allocations on a regular basis.

Incentive allocations based on Client account performance could motivate Incline Global to invest assets
aggressively. Although Incline Global will always seek to invest Client assets appropriately, investors in the
Funds should nonetheless be aware of the potential conflicts of interest posed by incentive-based
compensation.

Types of Clients
Incline Global provides discretionary investment advisory services to the Funds. Investment advice is
provided directly to the Funds and not individually to its investors. Investors in the Funds may include, but
are not limited to, high net worth individuals, banks, thrift institutions, pension and profit-sharing plans,
sovereign wealth funds, trusts, estates, endowments, foundations, and corporate or other business entities.

Details concerning applicable investor suitability criteria are set forth in the Funds’ respective Governing
Documents. Generally, investors must invest a minimum dollar amount of $5,000,000; the General Partner
of the Funds may waive the minimum investment amount. Each investor is required to meet certain suitability
qualifications, such as being an “accredited investor” and “qualified purchaser” within the meaning set forth
under the United States federal securities laws.

Incline Global also provides discretionary investment advisory services to a Separately Managed Account .

Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies
The investment objective of the Funds is to maximize absolute return over the long term while minimizing
the risk of capital loss. The Funds will pursue this objective by investing primarily in a portfolio of publicly
traded global equity securities. The Hedge Fund will also invest in credit opportunistically. Incline Global
invests in global companies that trade primarily on developed market exchanges. Incline Global bases long
and short equity selection, in the case of the Hedge Fund, on fundamental business and security analysis.
The Firm may also invest in other securities such as debt or options instead of common stock, in the case of
the Hedge Fund, if it believes such securities may provide superior risk adjusted returns to the Investors.
The Long Only QC Fund and the SMA invest in certain specific long investments held by the Hedge Fund.

Incline Global identifies key macroeconomic, market, industry/secular, and company specific trends and
themes and develops a macro top-down view of the investing environment. Incline Global conducts detailed
fundamental research on all investments. Incline Global makes investment decisions on a bottom-up basis
based on careful fundamental analysis of issuers by conducting due diligence around securities. Incline
Global expects its equity positions to trade at attractive price/earnings multiples and have solid free cash
flow.

Incline Global seeks to invest in long investments that are primarily companies it believes to have a
significant long-term return potential based on revenue and earnings growth that Incline Global believes are
not reflected in the price of the company’s equity or debt at the time of purchase. Some of the criteria Incline
Global will look for are an attractive business model, good competitive landscape, high barriers to entry,
strong management teams with financial interests aligned with shareholders, and strong free cash flow
characteristics. Incline Global also seeks to invest in companies that are aligned with Incline Global’s macro
views and views of attractive sector themes. Incline Global employs valuation techniques when analyzing
securities, including free cash flows, earnings per share, EBITDA and book value multiples to seek a proper
range of valuation scenarios are reviewed in its analysis. On the short side, when referring to the Hedge Fund,
Incline Global seeks companies and baskets of securities in certain industries that it believes are subject to
negative macro views, negative sector and industry themes, poor industry conditions, deteriorating
supply/demand dynamics and increasing competition. Although the Funds invest primarily in public equity
securities of global issuers, the Hedge Fund may utilize exchange traded instruments, invest in the credit
markets and may invest in options and other securities.

The investment strategies summarized above represent Incline Global’s current intentions, are general in
nature and are not exhaustive. Incline Global may use any trading or investment techniques, whether or not
contemplated by the expected investment strategies described above, as described in the Governing
Documents. Depending on conditions and trends in securities and commodities markets and the economy
generally, Incline Global may pursue any objectives or use any techniques that it considers appropriate and
in Clients’ best interests.

Material Risks

Investment and Trading Risks in General. All investments risk the loss of capital. No guarantee or
representation is made that a Clients’ investment program will be successful, and investment results may
vary substantially over time. Prospective investors should give careful consideration to the following factors
in evaluating the merits and suitability of an investment in the Funds.

Reliance on Key Person. The Clients’ investment performance will be substantially dependent on the
services of the Principal. In the event of the death, disability, departure or insolvency of the Principal, or the
complete transfer of the Principal’s interest in Incline Global and the Funds, the Firm and Clients may be
adversely affected. The Principal will devote such time and effort as he deems necessary for the management
and administration of the Firm’s business.
Short Sales. The Hedge Fund may enter into transactions, known as “short sales,” in which it sells a security
it does not own in anticipation of a decline in the market value of the security. Short sales by the Hedge
Fund that are not made “against the box” theoretically involve unlimited loss potential since the market price
of securities sold short may continuously increase. Under adverse market conditions, the Hedge Fund
might have difficulty purchasing securities to meet its short sale delivery obligations and might have to sell
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