Inclusive Capital, a Delaware limited partnership and a registered investment adviser, and
its affiliated investment advisers, including Inclusive Capital Partners Spring Fund Manager,
L.L.C. and Inclusive Capital Partners Spring Fund II Manager, L.L.C., its relying advisers (each,
a “Relying Adviser,” and together, the “Relying Advisers”), provide investment advisory
services to (i) investment funds privately offered to qualified investors in the United States and
elsewhere and (ii) separate accounts (each, a “Separate Account,” and collectively, the “Separate
Accounts”). Inclusive Capital commenced operations in July 2020. References to “Inclusive
Capital” herein should be read to include its Relying Advisers.
As of March 31, 2023, Inclusive Capital’s clients include two Separate Accounts and the
following private investment funds to which Inclusive Capital or its affiliates provide investment
advisory services (each, a “Fund,” and together with any future private investment fund to which
Inclusive Capital or its affiliates provide investment advisory services, the “Funds”):
• Inclusive Capital Partners Spring Fund, L.P.
• Inclusive Capital Partners Spring International, L.P.
• Inclusive Capital Partners Spring Master Fund, L.P.
• Inclusive Capital Partners Spring Fund II, L.P.
• Inclusive Capital Partners Spring International Fund II, L.P.
• Inclusive Capital Partners Spring Fund II-B, L.P.
• Inclusive Capital Partners Spring Master Fund II, L.P.
• Inclusive Capital Partners Spring Master Fund B, L.P.
• In-Cap UL Holdings, LLC
Spring GP I, L.P. and Spring GP II, L.P. are general partner entities that are affiliated with
Inclusive Capital (each, a “General Partner,” together with any future general partner entities,
the “General Partners,” and collectively with Inclusive Capital and their affiliated entities “In-
Cap”).
Each General Partner and Relying Adviser is subject to the Advisers Act pursuant to
Inclusive Capital’s registration in accordance with SEC guidance. This Brochure also describes
the business practices of the General Partners and the Relying Advisers, which operate as a single
The Funds are private funds that constructively work with management and a company’s
board of directors to implement strategies that seek to generate attractive returns for shareholders.
Inclusive Capital’s investment advisory services to the Funds and the Separate Accounts include
identifying and evaluating investment opportunities, negotiating the terms of investments (where
applicable), managing and monitoring investments and achieving dispositions for such
investments. Investments are made in public companies and/or in non-public companies. Inclusive
Capital’s investment team collectively has extensive experience working with companies as
positive, long-term, large active shareholders, and oftentimes as members of the companies’
boards.
In-Cap’s investment advisory services to the Funds are detailed in the relevant private
placement memoranda or other offering documents (each, a “Memorandum”), limited partnership
or other operating agreements of the Funds (each, a “Partnership Agreement” and, together with
any relevant Memorandum, the “Governing Documents”) and
are further described below under
“Methods of Analysis, Investment Strategies and Risk of Loss.” For Separate Accounts, the scope
of Inclusive Capital’s investment advisory services may be provided on a discretionary basis or
non-discretionary basis and any applicable investment guidelines and restrictions are set forth in
separate account agreements (each, a “Separate Account Agreement”). Investors in the Funds
(generally referred to herein as “investors” or “limited partners”) participate in the overall
investment program for the applicable Fund, but in certain circumstances are excused from a
particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the
Governing Documents; for the avoidance of doubt, such arrangements generally do not and will
not create an adviser-client relationship between Inclusive Capital and any investor. The Funds
and/or the General Partners have entered into side letters or other similar agreements (“Side
Letters”) with certain investors that have the effect of establishing rights under, or altering or
supplementing the terms of, the Governing Documents with respect to such investors as further
described herein.
Additionally, from time to time and as permitted by the Governing Documents, Inclusive
Capital reserves the right to provide (or agree to provide) co-investment opportunities (including
the opportunity to participate in co-invest vehicles) to certain Fund and/or Separate Account
investors or other persons, including other sponsors, market participants, finders, consultants and
other service providers, Inclusive Capital’s personnel and/or certain other persons associated with
Inclusive Capital and/or its affiliates. Such co-investments typically involve investment and
disposal of interests in the applicable investment at the same time and on the same terms as the
Fund and/or Separate Account making the investment, however, co-investments can vary in timing
and terms. However, from time to time, for strategic and other reasons, a co-investor or co-invest
vehicle (including a co-investing Fund and/or Separate Account) purchases a portion of an
investment from one or more Funds and/or Separate Accounts after such Funds and/or Separate
Accounts have consummated their investment in the company (also known as a post-closing sell-
down or transfer), which generally will have been funded through investor capital contributions
and/or use of a Fund credit facility. Where appropriate, and in Inclusive Capital’s sole discretion,
Inclusive Capital reserves the right to charge interest on the purchase to the co-investor or co-
invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and
to seek reimbursement to the relevant Fund and/or Separate Account for related costs. However,
to the extent such amounts are not so charged or reimbursed, they generally will be borne by the
relevant Fund and/or Separate Account.
As of December 31, 2022, Inclusive Capital had regulatory assets under management
totaling approximately $2,653,536,000. Inclusive Capital Partners, L.L.C., a Delaware limited
liability company, acts as the general partner of Inclusive Capital Partners, L.P.. Inclusive Capital
is controlled by Jeffrey Ubben.