The Management Company Incline Management, L.P., a Delaware limited partnership, is a private investment management company doing business as Incline Equity Partners. Headquartered in Pittsburgh, PA, with offices in New York, NY, Incline Equity Partners was formed in April 2011 to provide investment advisory services to private equity fund clients through limited partnership interests, focusing on private investments in lower middle-market growth companies. Incline Management, L.P. is controlled by John (“Jack”) C. Glover and Leon M. Rubinov (together, the “Principals”). In August of 2011, Incline Equity Partners registered as an investment adviser with the SEC to provide investment management services exclusively to private equity funds that are pooled investment vehicles exempt from registration under the Investment Company Act of 1940, as amended (“Investment Company Act”). The following are certain affiliated entities of Incline Equity Partners (each, a “general partner,” and collectively, together with any future affiliated general partner entities, the “general partners,” and together with Incline Equity Partners, the “Adviser” or “Incline”): ♦ Allegheny Capital Partners II, LLC ♦ Incline GP III, LLC ♦ Incline GP IV, L.P. ♦ Incline Elevate GP, L.P. ♦ Incline GP V, L.P. ♦ Incline Elevate GP II, L.P. ♦ Incline Ascent GP, L.P. ♦ Incline GP VI, L.P. Each general partner is subject to the Advisers Act pursuant to Incline Equity Partners’ registration in accordance with SEC guidance. This Brochure also describes the business practices of each affiliated general partner, which operates as a single advisory business together with Incline Equity Partners. The terms ‘Adviser’ and ‘general partner’ are used interchangeably throughout this Brochure. The Funds In September 2011, the Adviser (via a predecessor entity) assumed management of certain private investment funds previously managed by PNC Equity Management Corp. These private investment funds consist of PNC Equity Partners, L.P. (“Fund I”) and PNC Equity Partners II, L.P. (“Fund II”). Fund I was liquidated in 2017 while Fund II was liquidated in 2021. The Adviser also provides advisory services to Incline Equity Partners III, L.P. (together with parallel funds and certain other related vehicles, “Fund III”); Incline Equity Partners IV, L.P. and Incline Equity Partners IV AIV, L.P. (collectively with any alternative investment vehicles that may be established “Fund IV”); Incline Elevate Fund, L.P. and Incline Elevate Fund A, L.P. (collectively with any alternative investment vehicles that may be established “Elevate” or “Incline Elevate”); Incline Equity Partners V, L.P. and Incline Equity Partners V-A, L.P. and IEP V Executive Fund, L.P. (collectively with any alternative investment vehicles that may be established “Fund V”); Incline Elevate Fund II, L.P., Incline Elevate Fund II-A, L.P. and IEP Elevate II Executive Fund (collectively with any alternative investment vehicles that may be established “Elevate II”); Incline Ascent Fund, L.P., Incline Ascent Fund A, L.P. and IEP Ascent Executive Fund, L.P. (collectively with any alternative investment vehicles that may be established “Ascent”) and Incline Equity Partners VI, L.P. and Incline Equity Partners VI-A, L.P. (collectively with any alternative investment vehicles that may be established “Fund VI”). The Adviser has also formed co- investment vehicles to facilitate certain investments made by Fund V, which are disclosed in Schedule D, Section 7.A. of the Adviser’s Form ADV Part 1. The Adviser’s services are provided pursuant to a management agreement with the general partner or manager of each of Fund III, Fund IV, Elevate, Fund V, Elevate II, Ascent, and Fund VI, as well as pursuant to the governing documents of the applicable co-investment vehicles. Fund III, Fund IV, Elevate, Fund V, Elevate II, Ascent, and Fund VI and co-investment vehicles, together with any future private investment funds to which the Adviser and or its affiliates provide investment advisory services, are referred to collectively in this Brochure as the “Funds.” As of December 31, 2023, the Adviser had $5.5 billion in discretionary regulatory assets under management. The Adviser does not manage any assets on

a non-discretionary basis. Advisory Services The Adviser tailors its advisory services to the specific investment objectives and restrictions of each Fund pursuant to the investment guidelines and restrictions set forth in each Fund’s confidential private placement memorandum, limited partnership agreement and other governing documents (collectively, the “Governing Documents”). Information about each Fund and the particular investment objectives, strategies, restrictions, and risks associated with an investment are described in the Governing Documents, which are made available to investors only through the Adviser and its authorized agents. The Funds are offered exclusively to individuals who qualify as “accredited investors” under Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and/or “qualified purchasers” as defined under Section 2(a)(51) of the Investment Company Act and are therefore not required to register as investment companies with the SEC in accordance with the exemptions set forth in Sections 3(c)(1) or 3(c)(7) of the Investment Company Act. Investment strategies and guidelines are not tailored to the individualized needs of any particular investor in a Fund. Once invested in a Fund, an investor cannot impose restrictions on the types of securities in which such Fund may invest. Investors in the Funds participate in the overall investment program for the relevant 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; provided that such arrangements generally do not and will not create an adviser-client relationship between the Adviser and any investor. Investments in the Funds involve significant risks and should be regarded as long-term in nature, forming only one portion of an investor’s diversified investment portfolio. Market Focus The primary investment responsibility of the Adviser to the Funds is making equity investments in middle-market companies located in the United States and Canada. The Funds focus on making control-oriented equity investments in companies in three core business sectors (value-added distribution, business services, and specialized light manufacturing) where the Principals have considerable prior investment experience. The Funds generally invest in growing companies with enterprise values of $25 million to $750 million, as more fully described in each Fund’s Governing Documents. The Funds seek to identify investment opportunities that offer downside protection through defensible market positions and strong financial profiles, while also offering the potential for upside through multiple opportunities for value creation. The Funds’ value-creation strategies typically focus on (i) identifying areas for strategic and operational improvement, (ii) completing strategic add-on acquisitions and (iii) augmenting a company’s management team and board of directors in response to growth. Incline will begin to screen for value-creation opportunities during its initial evaluation of an investment opportunity. The investment term of each Fund is specified in the applicable Fund’s Governing Documents. Each Fund generally will utilize one of the following exit strategies to monetize portfolio assets: (a) sell a portfolio company privately; or (b) take the portfolio company public via an initial public offering or special purpose acquisition company (“SPAC”). It is anticipated that most portfolio companies will be sold to private buyers. The Funds mainly invest in non-public companies, although they reserve the right to invest in public companies subject to any limits set forth in the applicable Fund’s Governing Documents. Each Fund may also hold public company investments as a result of a sale of all or a portion of the Fund’s investments in a portfolio company, such as when a portfolio company goes public or is sold to a public company and the Fund receives stock in such public company. When investing in portfolio companies, the Principals of the Adviser often serve on portfolio company boards of directors or otherwise act to influence the management of these companies until the applicable Fund exits the investment.