Incline Management LP

Fees and Compensation

The Adviser typically charges a quarterly advisory fee (the “Management Fee”) as described in
relevant Governing Documents. Fees and other compensation paid by a Fund to the Adviser vary
from Fund to Fund and may be different from the fees and compensation payable in respect of any
successor fund or co-investment vehicle formed to facilitate a Fund investment. Investors should

carefully review the Governing Documents of the relevant Fund in conjunction with this Brochure
for complete information about fees and compensation. Similar advisory services may be available
from other investment advisers for similar or lower fees.

Management Fees (and interest expenses on indebtedness used to pay Management Fees) are
initially equal to a percentage of the aggregate capital commitments of the unaffiliated limited
partner investors in a Fund. Upon a date specified in the Governing Documents (such date, the
“Stepdown Date”), the Management Fee will subsequently “step down” or be reduced to be
calculated in line with provisions of applicable Governing Documents and as described further
below. A Fund’s investment period, specified within the Governing Documents, is the limited
period in which a Fund is permitted to enter into new investments (often four to six years from the
end of the Fund’s fundraising period).

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the relevant Fund until the Stepdown Date, Management Fees generally will be charged
based on a formula tied to the amount of the relevant Fund’s aggregate investor capital
commitments (“Commitments”). Further, after the Stepdown Date, Management Fees generally
will be charged and calculated based on a formula tied to the amount of investment contributions
(including, where applicable, a Fund borrowing component (e.g., bridge financing contributions
and including interest expenses) and the amount of any capitalized Transaction Fees (as defined
below) or expenses, including interest expenses and costs of Operations Group (as defined herein)
members) made by the relevant Fund relating to such Fund’s aggregate investment(s) in its
portfolio companies that have not been realized or permanently written down (such investments,
“Impaired Value Investments”). Due to differences in the criteria set forth in their respective
Governing Documents, in the event where more than one Fund participates in an investment, there
is the possibility that an investment will become an Impaired Value Investment for purposes of
one Fund’s Governing Documents but not those of one or more other Funds.

Under the Governing Documents, where the fair market value of a Fund’s aggregate investment
in a portfolio company exceeds or is less than the total amount of investment contributions and
unrecouped bridge financing contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated or depreciated value and
will instead continue to be calculated based on the amount of applicable contributions. The
Governing Documents do not require Management Fees to be reduced or refunded following the
occurrence of a write-down, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case where the Fund’s aggregate
investment(s) in a portfolio company meet the relevant Impaired Value Investment standard under
the Governing Documents.

As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of: individual investments,
aggregate investments in a portfolio company or a Fund, including following the relevant
investment period, and will not be reduced in connection with any write downs (whether temporary

or permanent), except in the case of Impaired Value Investments. Except where the Governing
Documents expressly provide to the contrary, Management Fees generally will not be reduced (in
whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from
a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions, in each case in circumstances that do not result in the complete
disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s
investment or the Fund’s ownership percentage in such portfolio company has been reduced
(including substantially reduced) as a result of such transactions.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
Transaction Fees) and expenses paid to service providers, (including suppliers, vendors,
consultants, lenders, law firms (including Fund or transaction counsel), transaction service
providers and their respective affiliates, personnel and related investment vehicles (together,
“Service Providers”)), Operations Group members, the Adviser or its affiliates. Further,
Management Fees generally will not be reimbursed or refunded under the Governing Documents
in the event of realizations, dispositions or partial write-downs that occur partway through the
relevant calculation period. Please see “Impaired Value Investments” in the “Potential Conflicts
of Interest” section of Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss.
...

Item 7 – Types of Clients
Types of Clients and Investment Vehicles

As noted in Item 4 – Advisory Business, the Adviser provides discretionary investment advisory
services solely to its Fund clients, which are pooled investment vehicles exempt from registration
under the Investment Company Act, and references throughout this Brochure to “clients” and to
the Adviser’s related duties to and practices on behalf of its clients and/or investors should be
construed accordingly. The limited partners participating in the Funds generally include
individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and include, directly or
indirectly, principals or other personnel of the Adviser and its affiliates and members of their
families, operating executives or other Service Providers retained by the Adviser or a Fund, as well
as executives of portfolio companies.

Minimum investment commitments may be established for limited partners in the Funds. The
general partner of each Fund, in its sole discretion, reserves the right to permit investments that
are less than the required minimum investment commitment set forth in the applicable Governing
Documents of such Fund.

As discussed in Item 5 - Fees and Compensation, the relevant general partner also generally is
permitted to establish Funds that are alternative investment vehicles in order to permit certain
investors to participate in one or more particular investment opportunities in a manner desirable
for tax, regulatory, accounting, or other reasons. Alternative investment vehicle sponsors generally
have limited discretion to invest the assets of these vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the Governing
Documents of the related Fund.

Feeder Funds

One or more feeder funds are permitted to be formed to facilitate an investment in a Fund by the
investors in such feeder fund (each, a “Feeder Fund”). A Feeder Fund is a limited partner of the
Fund whose interests in the Feeder Fund are held by the investors who elect to participate in the
Fund through such Feeder Fund. As an example, business executives and operating executives
may participate in a Feeder Fund to a main Fund. The terms of these entities may be more or less
favorable to the investors therein than the terms offered to the limited partners in a main Fund and
the capital commitments to these entities (and their level of participation in Fund investments) may

be increased or decreased to the extent permitted by applicable Governing Documents, including
in connection with an investor’s or it’s associated individual’s disassociation from the general
partner or its affiliates.

Multiple Funds

During a Fund’s active investment period, the Adviser will pursue all appropriate investment
opportunities that meet the investment criteria of the Fund principally for the benefit of the Fund,
subject to certain exceptions set forth in the Governing Documents. However, the Adviser
manages, and expects in the future to manage, multiple investment funds and investments similar
to those in which an active Fund will be investing and reserves the right to direct certain relevant
investment opportunities or resources to those investment funds and investments. Certain
investment opportunities suitable for a Fund will on occasion also be suitable for other Funds and
the Adviser expects to be subject to certain conflicts of interest in connection with making
investment allocation decisions where a potential opportunity is suitable for more than one Fund.
Please refer to the section entitled “Allocation of Investment Opportunities” in Item 8 Methods of
Analysis, Investment Strategies and Risk of Loss below. If other investment funds are formed, the
Principals and the Adviser’s investment staff will manage and monitor such investment funds and
investments. The Adviser believes that the significant investment of the Principals in each Fund,
as well as the Principals’ interest in the carried interest, operate to align, to some extent, the interest
of the Principals with the interest of limited partner investors, although the Principals have or may
have economic interests in such other investment funds and investments as well and receive
Management Fees and carried interests relating to these interests. Such other investment funds and
investments that the Principals may control or manage may compete with an active Fund or
companies acquired by the Fund. New investments will be allocated in accordance with the
Adviser’s allocation policies, and as set forth in Fund Governing Documents.