Sycamore Partners Management LP

Item 5: Fees and Compensation

Generally

Sycamore generally is compensated for advisory services by a “management fee” based on capital
invested with Sycamore and by a share of capital appreciation on its Funds’ investments (commonly
known as “carried interest”). The carried interest is received by Sycamore’s affiliates, the general

  The term “accredited investor” is defined in the Securities Act, and the term “qualified purchaser” is defined
in the Investment Company Act. Generally, they refer to high net worth individuals or institutions that can
afford to bear the loss of their entire investment with Sycamore.

  The investment guidelines of each client are set forth in that client’s governing documents, including its
limited partnership agreement, private placement memoranda and other offering documents (collectively,
“Governing Documents”).

SYCAMORE PARTNERS MANAGEMENT, L.P.                               FORM ADV PART 2A: FIRM BROCHURE

partners of the Funds. 3 This compensation is negotiated separately with each Fund. Certain Funds,
including Funds whose investors are composed primarily of current and former managing directors,
officers, employees, consultants and/or friends or family of Sycamore (“Associates Funds”) and co-
investment vehicles that are established by Sycamore on a transaction by transaction basis and that
invest alongside one or more Funds (“Co-Investment Vehicles”), are generally not required to pay
a management fee or carried interest, provided that Sycamore reserves the right to charge
management fees, carried interest and/or one-time funding fees in respect of Associates Funds or
Co-Investment Vehicles, as Sycamore determines in its sole discretion. See also “Allocation of Fees
and Expenses” in Item 11 below.

Management Fees

A Fund’s management fees will be calculated on a basis that generally does not correspond to
fluctuations in the relevant net asset value of individual investments or of the Fund. As specified in
the Governing Documents of the applicable Fund, from the effective date of the relevant Fund until
a date specified in the Governing Documents (the “Stepdown Date”), management fees generally
will be calculated and charged based on that Fund’s management fee percentage multiplied by the
relevant Fund’s total capital commitments. After the Stepdown Date, management fees generally
will be calculated and charged based on the management fee percentage that applies following the
Stepdown Date multiplied by invested capital contributed by fee-paying investors to the relevant
Fund in respect of portfolio investments (including, where applicable, any borrowing component
(including interest expenses) and the amount of any capitalized Other Fees (as defined below) or
expenses) that have not been fully realized or permanently written off or written-down for U.S.
federal income tax or accounting purposes (such investments, “Impaired Value Investments”).
Because there is a fixed investment period after which capital from investors in a Fund may only be
drawn down in limited circumstances, this fee structure creates an incentive to deploy capital when
Sycamore may not otherwise have done so. Additionally, due to potential differences in the criteria
set forth in the Funds’ 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 a Fund’s Governing Documents, where the fair market value of an investment exceeds the
total amount of investment contributions relating to such investment, post-Stepdown Date
management fees will not be calculated based upon such appreciated value, and will instead continue
to be calculated based on the amount of applicable investment contributions. Conversely, 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 of investments meeting the relevant Impaired
Value Investment standard under the applicable Governing Documents.

A Fund’s Governing Documents generally provide Sycamore with authority to make determinations,
including those related to investment purchases and dispositions, valuation and other matters, such
as the cessation of the relevant Fund investment period and the later commencement of a successor
Fund’s investment period (including timing determinations relating to each of the foregoing) that in

  Each general partner is subject to the Advisers Act pursuant to Sycamore’s registration in accordance with
SEC guidance. This Brochure also describes the business practices of the general partners, which operate as a
single advisory business together with Sycamore.

SYCAMORE PARTNERS MANAGEMENT, L.P.                            FORM ADV PART 2A: FIRM BROCHURE

each case have the potential to affect Sycamore’s compensation. In making such determinations,
Sycamore is subject to potential conflicts of interest. For example, the potential to earn additional
compensation creates an incentive for Sycamore or its affiliates to make investments and to hold
investments longer than otherwise would be the case in the absence of the relevant Fund’s
management fee and carried interest compensation arrangements. The nature of any compound
preferred return in a Fund’s carried interest arrangements provides incentives for the relevant
General Partner to accelerate actions that would result in earlier gains, such as dispositions,
dividends, distributions and recapitalizations. Sycamore expects to be incentivized to cause a Fund
...

Item 7: Types of Clients

Sycamore currently provides investment advisory services to the Funds, and the Funds are
Sycamore’s only clients. Investment advice is provided directly to the Funds and not individually
to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act. Third-party investors in the Funds are generally
“accredited investors” as defined in the Securities Act and “qualified purchasers” as defined in the
Investment Company Act, and include, among others, institutions, governmental and corporate
pension and profit sharing plans, sovereign wealth funds, funds of funds, university endowments,
charitable organizations, banks, trusts, other entities or high net worth individuals.

The minimum initial investment by an investor varies from Fund to Fund, subject to waiver by
Sycamore in its sole discretion.