Engaged Capital: investment adviser

Engaged Capital also provides from time to time continuous and regular investment management services on a discretionary basis to certain institutional clients (“Managed Accounts,” and together with Funds, “Clients”), including pension plans, pursuant to managed account arrangements that generally parallel the investment management services being provided to a related Fund. We describe the fees charged for investment supervisory services below under Item 5 - Fees and Compensation. Co-Investment Activities As part of its investment activities and as permitted by applicable governing documents, Engaged Capital may offer investment or co-investment opportunities in portfolio companies to certain investors. Eligibility and priority for such opportunities are determined in accordance with Engaged Capital’s allocation policies, side letter commitments and the applicable governing documents. Potential participants may include investors in a Fund, other Clients, strategic partners, consultants, portfolio company management, Engaged Capital’s Supervised Persons and affiliated parties. Opportunities may be structured through SPVs or other affiliated vehicles formed by Engaged Capital, which in some cases may include only Supervised Persons. Engaged Capital has no obligation to offer any particular co-investment opportunity to any investor or Client. Co-investments may involve investing in a portfolio company, occuring at different times, in different amounts or involve different securities or rights than those acquired by a Client. In addition, Engaged Capital, its Supervised Persons, or its affiliates may form an SPV or other affiliated vehicle to participate in investments in portfolio companies, including in circumstances where a Fund or Managed Account does not participate, subject to Engaged Capital’s allocation policies and fiduciary obligations. Additional information regarding co-investment arrangements, fees and expenses, allocation practices, and related conflicts of interest is described in Item 5 and Item 11 below.

Investment Mandates and Client Imposed Restrictions The terms on which Engaged Capital manages a Fund or Managed Account are established at the time the Fund or Managed Account relationship is established, as applicable. These terms are generally set out in the governing documents entered into by Engaged Capital with respect to the Client and are disclosed in the offering documents for the Fund or the investment management agreement for the Managed Account client. Our primary strategy employs a long “constructive activist” approach, investing in small and mid-cap domestic equities. In accordance with the governing documents of each Fund: (1) certain investors in a Fund may invest on terms that differ from the terms generally applicable to other investors; (2) other classes of ownership interests in a Fund may be established with terms that differ from those described in such Fund’s offering documents; and (3) we may manage some Fund investors’ accounts under terms that differ from the terms described in the applicable Fund’s offering documents. Such differing terms may be more favorable than the terms provided to other investors and may include, but are not limited to, terms relating to the ability to withdraw or redeem capital, access to information, management and performance fees and allocations, and special rights to make future investments. Such modifications may in some cases be based upon, among other things, the size of an investor’s investment, an agreement by an investor to maintain such investment for a specified period of time, a transfer from a Client, or other commitments by the investor. Managed Accounts may, in addition to negotiating differing terms such as those described in the preceding paragraph, also request other provisions such as keeping a minimum level of cash in the account or restricting Engaged Capital from buying or selling certain specific securities or security types in the account. If a Managed Account client or Fund investor directs Engaged Capital not to purchase a particular security or type of security, Engaged Capital may restrict that security from consideration as a portfolio investment, and thus will not buy the security for any Clients, including the related Fund. Engaged Capital reserves the right to not accept and/or to terminate a Managed Account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the Client’s investment strategy.

Wrap Fee Programs Engaged Capital does not manage accounts as part of a wrap or bundled fee program.

Assets Under Management Engaged Capital manages client assets in discretionary accounts and non-discretionary accounts on a continuous and regular basis. As of December 31, 2025, our regulatory assets under management, managed on a discretionary basis, were $432,294,709.

Such performance allocations may be subject to preferred returns, hurdles or high-water mark requirements, as set forth in the relevant Fund documents or investment management agreement. In addition, certain special purpose funds may have performance allocations of up to 30%. General Management fees and/or performance allocations are established at the time of organization of a Fund, the creation of a new series of interests or share classes, or the beginning of the advisory relationship with a Managed Account and may vary among the Funds, among each Fund investor within a Fund, and among Managed Accounts. Specific details of such compensation and method of calculation are set out in the offering materials, disclosure documents, investment management agreements, and governing documents of the relevant Funds and Managed Accounts. We may also enter into strategic partnerships, side letter agreements, or other arrangements with specific investors in a Fund whereby such investors receive direct or indirect reductions of management fees or other compensation otherwise payable to Engaged Capital with respect to their investments.

Billing Method Management Fees Subject to any applicable Fund documents and/or investment management agreements, Engaged Capital’s management fees are generally payable quarterly in advance at the beginning of each calendar quarter. We charge one-fourth of the annual fee rate each quarter based on the market value of the client’s portfolio as of the first day of the current calendar quarter. The formula used for the calculation is as follows: (Annual Rate) x (Total Assets Under Management as of QuarterBeginning) / 4. For new Fund investors (subject to any applicable Fund documents) and Managed Accounts, the first payment is a pro-rata calculation due upon execution of the subscription or investment management agreement that takes into consideration the number of days remaining in the quarter and the initial value of the portfolio. The formula used to calculate the initial management fee would be as follows: (Result of Quarterly Calculation) x (Days Remaining in Quarter) / (Total

Number of Days in Quarter). For management fee calculation purposes, a calendar quarter is a period beginning on January 1, April 1, July 1, or October 1 and ending on the day before the next quarter. A day is any calendar day including weekends and holidays. For new Fund investors and Managed Accounts, the number of days remaining in the quarter is the number of calendar days following the funding date of the new account. Management fees charged to the Funds are paid directly from each Fund in accordance with the Fund documents. The Funds receive brokerage statements from the custodian monthly, and Fund investors receive monthly unaudited account statements. Managed Accounts typically provide their own custody arrangements. For Managed Accounts, it is up to the client whether they wish to have the management fees withdrawn directly from their custodian account or pay by check or wire transfer. With client authorization, Engaged Capital will automatically instruct the independent custodian to withdraw Engaged Capital’s management fee from the client’s account held by the custodian. The custodian statement will show the deduction of the management fee for those clients who authorize the management fees to be withdrawn directly from their custodian account. Engaged Capital will send an invoice to all Managed Account clients who choose not to have management fees withdrawn directly from their custodian account. The invoice is payable upon receipt and will include the fee calculation and amount due. For Managed Accounts, Engaged Capital will send a statement to each client who authorizes Engaged Capital to instruct the custodian to withdraw fees directly from the account. The statement will show the amount of the fee, the value of the client’s assets upon which we based the fee, and the specific manner in which we calculated the fee. It is the client’s responsibility to verify the accuracy of the fee calculation. The custodian will not determine whether the fee is properly calculated.

Other Fees and Expenses Each Fund bears all fees, costs, or expenses of its organization, operation, and maintenance, including legal, auditing, tax, and accounting expenses; fees payable for administration, registrar and transfer agent, and other professional or expert services; investment and brokerage expenses such as commissions, markups or markdowns on securities, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, and custodial fees; management fees; and other expenses incurred in the purchase and sale of investments, as determined by Engaged Capital. All Clients, including all Managed Accounts, pay all brokerage commissions, stock transfer fees and taxes, margin charges, foreign exchange and settlement fees, and/or other charges incurred in connection with transactions in accounts, from the assets in the account. Other Fund expenses can include, but are not limited to: fees for quotation and other data services; fees related to accounting, trading, portfolio management, and risk management systems; research subscriptions; expenses incurred in visiting prospective and existing portfolio companies of a Fund, meeting with management teams of portfolio companies, and attending research conferences, including for all of the aforementioned, travel and travel-related expenses (for the avoidance of doubt, all references to “travel” and “travel and/or travel-related expenses” includes, but are not limited to, all expenses for air travel (up to and including first class, but excluding private air travel), private car travel and black car ground transportation, lodging and accommodations (regardless of class, size or type, whether short- or long-term or whether there are other guests or companions staying in such lodging and accommodations, and including high7

end lodging and accommodations), meals (including premium meals), events (including social and entertainment events) and entertainment regardless of amount or type, whether inside or outside of business hours, or whether high-end, and regardless of attendees, and costs, fees and expenses associated with cancelled travel); fees for consultants (including affiliated consultants) on discrete projects relating to the Fund’s investment strategy or business; broken trade and broken deal fees; expenses related to board representation, including compensation; expenses to register securities; costs and expenses incurred for the purpose of protecting and enhancing the value of the Funds (including the costs of instituting and defending litigation); U.S. federal, state, and local taxes, filing, and registration fees of the Funds; all costs, fees, and expenses relating to investor communications, relations, and the preparation and mailing of financial, tax, and performance information to investors; fees, costs, and expenses incurred in connection with compliance with the Foreign Account Tax Compliance Act (FATCA); all regulatory and compliance fees, costs, and expenses incurred in complying with regulatory requirements that directly result from management of the Funds (including expenses incurred in preparing Form PF); and liability and other insurance premiums and expenses and indemnification or other extraordinary expenses or liability relation to the affairs of a Fund, including insurance premiums of any director and officer (D&O) liability, errors and omissions (E&O), insurance of which Engaged Capital and its affiliates are beneficiaries and cyber-security insurance premiums. Co-investment vehicles, including SPVs, generally bear their own formation and operating expenses. Co-investors typically do not bear a share of broken deal expenses unless they are party to a definitive agreement that provides otherwise. Fee and carried interest terms for SPVs or other co‑investment vehicles may differ from, and may be more or less favorable than, those applicable to a Fund or a Managed Account.

Termination Fund investors have such withdrawal rights as may be specified in the applicable Fund documents. An investor in a Fund generally must provide at least 90 days prior written notice for a withdrawal request and may be subject to the terms of a “gate” provision. In the case of Managed Accounts, either party may terminate the investment management agreement by providing written notice to the other party as may be provided in the investment management agreement, generally upon at least ninety (90) days prior written notice. Engaged Capital will refund any prepaid, unearned advisory fees based on the effective date of termination, using the following formula: (Fees Paid) x (Days Remaining in Quarter)/(Total Number of Days in Quarter). Certain special purpose funds do not allow investors to initiate withdrawals; withdrawals are determined by Engaged Capital when investments are sold.

Side‑by‑side management of Funds, Managed Accounts and co‑investment vehicles (including SPVs that may include only Supervised Persons of Engaged Capital) can create allocation and other conflicts of interest. Such conflicts include, among other things, incentives to favor vehicles that pay higher management fees or performance allocations, vehicles in which Engaged Capital or its Supervised Persons have a direct economic interest, or vehicles that may hold positions that are expected to generate stronger performance or more favorable economics than positions held by other Clients. Engaged Capital has adopted policies and procedures designed to allocate investment opportunities among Clients and co‑investment vehicles in a manner that it believes is fair and equitable over time, taking into account each Client’s investment objectives, strategies, and constraints, and to address related conflicts. Performance Allocations Any performance-based allocations to Engaged Capital will be payable annually in arrears based on the account market value on December 31 of the preceding calendar year. The formulas used for the calculation, as well as for any adjustments for contributions, withdrawals or terminations, will be set forth in the applicable Fund documents or investment management agreement. Certain special purpose funds may have performance allocations allocated at their termination or after capital in excess of invested capital has been distributed.

These minimum amounts are typically subject to discretion on the part of Engaged Capital, to permit investment of a smaller amount generally or with respect to any investor in the relevant Fund. Engaged Capital can also change the minimum investment requirements for new investors in the future. A broad range of U.S. and non-U.S. institutional investors, including, among others, governmental and corporate pension and profit-sharing plans, endowments, insurance companies, sovereign wealth funds, funds of funds and certain high net worth individuals and family offices, may invest in the Funds or, if they are “qualified clients” (as defined above), may constitute Managed Accounts.

Investments span a broad spectrum of industries and geographies, generally focusing on companies with small to mid-market capitalizations. Investments are generally made in public equities in which we either work with management to effect change or, where management is unwilling to do so, we pursue a shareholder activist strategy. Methods of Analysis for Selecting Securities Engaged Capital utilizes multiple sources of information in analyzing investments, including financial newspapers and magazines, inspections of corporate activities, research material prepared by others, corporate rating services, annual reports, prospectuses, filings with the SEC, and company press releases. We also use industry magazines, third-party consultants, regulatory filings filed with U.S. regulators, contacts at major companies and corporate executives, commercial and investment banks, financial intermediaries, other investment and advisory institutions, other direct and indirect contacts, and corporate performance measurement and valuation screening software. We may participate in on-site visits, industry group and portfolio company management meetings, creditors’ committees, steering committees or on the boards of directors of portfolio companies, which will also be a source of information with respect to such companies, subject to policies and procedures related to non-public and proprietary information. Investment candidates must have three (3) criteria: Valuation, Agenda and Engagement. The investment team ensures these criteria are resident in each position before establishing a portfolio position.

Valuation: confirm >20% IRRs, 30% discount to present value and a 3:1 upside/downside ratio.

Agenda: Identify and confirm the opportunities to remedy the company’s mispriced valuation, conduct deep company-specific fundamental research to validate agenda, meet with the company to validate/invalidate hypothesis and understand the rationale for management’s current plan, develop a compelling fact-based plan to remedy the undervaluation using our expertise in the areas of corporate strategy, capital structure, capital allocation, investor communications, and executive compensation.

Engagement: ensure governance structure allows, and shareholders in favor of change. We bring ideas to management/board and assess receptivity to suggestions and working with Engaged Capital.

During our research, we develop a deep understanding of value drivers and identify key risk factors that may be exacerbated by substandard environmental, social and governance (“ESG”) protocols (including political, cultural or economic protocols). We also develop comprehensive strategies and an engagement plan to address these shortcomings. Ongoing - Engaged Capital then builds relationships with management and their board using the investment team’s experience and deep network of large and influential shareholders, other activist funds, leading investment bankers, consultants, and current and former CEOs, CFOs, and board members. We then educate management and the board on our value creation thesis. Our focus is on being constructive but strongly convincing while applying the necessary pressure to implement our Agenda. Concurrently, we build knowledge and support of other shareholders by sharing our due diligence. Once Engaged Capital has developed a relationship with the management team and/or board of directors of a portfolio company, we anticipate that our recommended changes, with respect to the portfolio company, will take one to four years to be fully implemented. Once we gain high conviction in Valuation, Agenda & Engagement we establish a core position. We expect that progress and value creation may occur throughout the holding period as we take advantage of short-term stock price volatility through a portfolio management process. We will also influence changes that drive sustainability, inclusive cultures, good corporate citizenship and shareholder value, and track and measure progress on the identified initiatives to ensure impact. Importantly, every one of Engaged Capital’s portfolio company board of directors generally has either an Engaged Capital member or an Engaged Capital nominee on the board.

Investing Involves Risk Prior to investing in a Client, the investor should carefully consider: 1. That investing in securities involves risk of loss which investors should be prepared to bear; 2. That securities markets experience varying degrees of volatility; 3. That over time the investor’s assets may fluctuate and at any time be worth more or less than the amount invested; and 4. That investors should only commit assets that they feel are available for investment on a long-term basis. Investment in a Client is speculative and involves a substantial degree of risk, which is why investing in a Client may not be suitable for all investors and is intended for sophisticated investors

who can accept the risks associated with such investments. The investments may lose all or a substantial portion of their value and investors must be prepared to bear the risk of loss of their investments. Investors will not have recourse except with respect to the assets of the Client. The Client documents outline important information for investors. Investors should review all Client document(s) carefully and should consider conducting additional due diligence before investing.

Specific Risks Investment in a Client involves significant risks, including those described below. The following list of risk factors does not purport to be a complete explanation of the risks involved in an investment in a Client. Current and prospective investors should read the Client’s governing documents in their entirety, and consult with their own advisers, before deciding whether to invest in a Client. No assurance exists that a Client will achieve its investment objective. Equity Securities Engaged Capital invests in equity securities, specifically the common stock of small and midcapitalization companies that we believe have the potential for capital appreciation significantly greater than that of the market averages. Equity securities of small and mid-capitalization companies might not be traded in volumes typical of equity securities of larger companies, and it may be more difficult for us to buy and sell significant amounts of smaller-capitalization company shares without an unfavorable impact on prevailing market prices. Furthermore, smallcapitalization companies tend to attract little research coverage by the “street,” which often results in relatively little interest from institutional investors. Equity securities of small companies are generally less liquid and subject to more abrupt or erratic market movements than those of larger capitalized companies. Additionally, the risk of bankruptcy or insolvency of many smaller companies, with the attendant losses to investors, is higher than for larger companies. Short Sales Short selling involves selling securities that may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. There can be no assurance that the security necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can cause the price of the security to rise further, thereby exacerbating the loss. Derivatives Engaged Capital may use financial instruments known as derivatives. A derivative is generally defined as an instrument whose value is derived from, or based upon, some underlying index, reference rate (such as interest rates or currency exchange rates), security, commodity, or other asset. Derivatives include options, swaps, futures, structured securities, and other instruments and contracts. Derivatives typically allow an investor to hedge or speculate on the price movements of a particular security, financial benchmark currency, index or commodity at a fraction of the cost of investing in the underlying asset.

The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are leveraged, and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement not only can result in the loss of the entire investment but may also expose the Clients to the possibility of a loss exceeding the original amount invested. In addition, derivative contracts may expose the Clients to the credit risk of the parties with which the clients deal. Non-performance of such contracts by counterparties, for financial or other reasons, could expose the Clients to losses, whether or not the transaction itself was profitable. Derivatives may also expose the Clients to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts. The following are some examples of the types of derivatives Engaged Capital employs. Options Engaged Capital may purchase and sell put and call options. A “put” gives a holder the right, in return for the premium paid, to require the writer of the put to purchase from the holder a security at a specified price. A “call” gives a holder the right, in return for the premium paid, to require the writer of the call to sell a security to the holder at a specified price. Put and call options are derivative securities traded on securities exchanges. Additionally, Engaged Capital may purchase options not traded on a securities exchange that may bear a greater risk of nonperformance than options traded on a securities exchange. Options not traded on an exchange are considered overthe-counter options and generally lack the liquidity of an exchange-traded option. Over-thecounter options may also involve the risk that the securities dealers participating in such transactions will fail to meet their obligations under the terms of the option and involve greater risk than traditional put and call options because of their complexity. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option that is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security offset by the premium received if the option expires out of the money, and gives up the opportunity for gain on the underlying security above the exercise price of the option. If the seller of the call option owns a call option covering an equivalent number of shares with an exercise price equal to or less than the exercise price of the call written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. The seller of an uncovered, unhedged call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing its entire investment in the call option. If the buyer of the call sells short the underlying security, the loss on the call will be offset in whole or in part by any gain on the short sale of the underlying security (if the market price of the underlying security declines). There are also risks associated with the sale and purchase of put options. The seller (writer) of a put option that is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sale price of the

short position of the underlying security offset by the premium if the option expires out of the money, and thus the gain in the premium, and the option seller gives up the opportunity for gain on the underlying security below the exercise price of the option. If the seller of the put option owns a put option covering an equivalent number of shares with an exercise price equal to or greater than the exercise price of the put written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. The seller of an uncovered, unhedged put option assumes the risk of a decline in the market price of the underlying security to zero. The buyer of a put option assumes the risk of losing his entire investment in the put option. If the buyer of the put holds the underlying security, the loss on the put will be offset in whole or in part by any gain on the underlying security. Portfolio Concentration The Clients may tend to have higher position concentrations than other private investment funds and separately managed accounts. Clients’ overall returns may depend in part on the success of certain concentrated positions from time to time. Concentration may also magnify the volatility of the client’s portfolio and substantially increase the risk profile of the portfolio. Special Situation Investing Special situation investing (such as our constructive activist strategy) requires making predictions about (i) the likelihood that an event will occur and (ii) the impact such an event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as we had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring that promises to enhance value and fail to implement it, resulting in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the client of the security in respect of which such distribution was made. Inside Information From time to time, we or our affiliates, or members of a group of investors or managers with which we are acting, may work with the management team of a company in which we have invested or propose to invest in order to design an alternate strategic plan and assist them in its execution and may secure the appointment of persons selected by us or other members of the group to the company’s management team or board of directors. In the course of such activities, we may come into possession of material, non-public information concerning such company, and the possession of such information may limit our ability to buy or sell the securities issued by such company. Therefore, we may be required to refrain from buying or selling such securities at times when we might otherwise wish to buy or sell such securities. Management Opposition The Adviser will seek to work constructively with management of certain of the Client’s investments. There can be no assurance that the management and/or board of directors of any company will agree or acquiesce to the Client’s involvement in the affairs of the company, or that the strategies that the Adviser and its Clients’ hopes to implement will be effective. Portfolio

companies, their boards of directors, and/or their management may be hostile to the Adviser’s activities and may respond to the Adviser’s proposals by litigation or other defensive measures. Such measures may adversely affect the value of the Client’s investment and may result in high transaction expenses, particularly if the Adviser on behalf of its Clients resorts to measures to protect the value of its investment that involve litigation or shareholder governance activities, such as a proxy solicitation, and such actions are opposed by management of the company. If the Adviser on behalf of its Clients resorts to such measures, such activity could also produce negative publicity for the Adviser and its Clients. Although the confidentiality of the Clients will be protected, such adverse publicity may have adverse consequences for the Clients, as well as the Adviser generally. Importance of the Adviser The authority to make decisions and to exercise business discretion on behalf of the Clients is delegated to us. The success of our clients’ accounts is therefore expected to depend significantly on the expertise of Glenn W. Welling and certain others of our key personnel. The death, incapacity or withdrawal of Mr. Welling or such other personnel could materially adversely affect our Clients, including by triggering a material number of investor withdrawals or redemptions. Limited Liquidity of Some Investments Some of the securities in which the Clients invest may be relatively illiquid, either because they are thinly traded, because they are traded in the over-the-counter market, or on a regional exchange, or because they are subject to transfer restrictions. Trading may also be restricted if Engaged Capital has board representation or is otherwise considered an insider under regulations. The Clients may not be able to promptly liquidate those investments if the need should arise, and their ability to realize gains, or to avoid losses in periods of rapid market activity, may therefore be affected. In addition, the value assigned to such securities for purposes of valuing interests and determining net profits and net losses may differ from the value the Clients are ultimately able to realize. Illiquidity of Fund Interests Because withdrawal rights are limited and Fund interests are only transferable subject to the discretion of Engaged Capital, an investment in a Fund is relatively illiquid. An investment in a Fund should be considered only by persons who do not anticipate any short-term need for their funds. Epidemics, Pandemics and Market Disruption. Engaged Capital’s business may be materially affected by conditions in the global financial markets and economic conditions or events throughout the world that are outside of Engaged Capital’s control. This includes but is not limited to, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations on the financial industry), geo-political clashes (such as in Ukraine or the Middle East), due to disease, pandemics or other severe public health events. Worth noting as well are trade and travel barriers, volatility in commodity prices, currency exchange rates and controls and other national and international political circumstances. Disease, pandemics, or other severe public health events (such as novel

strain viruses) may necessitate partial or complete remote work. Heavy reliance on external sources for information and technology may make a business more vulnerable to cybersecurity incidents and cyberattacks. Changes in tariffs, trade policies and international trade agreements may impact business the business operations, supply chains and market opportunities of the Client’s investments. Portfolio investments that rely on international clients, contractors, source materials or products from outside of the United States could experience increased operational costs, limited market expansion or disruptions in service delivery. Given the uncertainty surrounding international trade policies, industry participants may face increased compliance costs, reduced competitiveness in foreign markets and potential revenue volatility due to shifting regulations. These risks could ultimately impact Client investment outcomes, Financial Institution Risks Actual events involving reduced or limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions or other companies in the financial services industry, including banks and other custodians of a Client’s funds and securities, or impact the financial services industry generally, as well as concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, defaults on financial obligations, non-performance of contractual obligations, and other adverse impacts on these financial institutions, investors that deposit funds and securities at these institutions, lenders and borrowers of these institutions, and other companies in the financial services industry. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult to acquire financing on acceptable terms or at all. Any decline in available funding or access to cash and liquidity resources could, among other risks, adversely impact the ability to meet operating expenses, satisfy financial obligations, liquidate portfolio holdings, withdraw capital, or fulfill other obligations, or result in breaches of financial and/or contractual obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on portfolio holdings, Client performance, or business operations. Cybersecurity Risk Engaged Capital, the Clients’ service providers and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different cyber threats and other risks that could adversely affect the Clients and their investors, despite the efforts of Engaged Capital and the Clients’ service providers to adopt technologies, processes and procedures intended to mitigate these risks and help protect the security of their computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to the Client and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of Engaged Capital, the Clients’ service providers and counterparties, as well as the data stored by these systems, including investor information.

Engaged Capital and the Clients’ service providers may be subject to ransomware or other attacks that could cause substantial business disruption or loss of availability of data that could prevent the Clients and Engaged Capital from executing their investment strategy or accessing an account, which could lead to financial losses. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Engaged Capital’s systems to disclose sensitive information in order to gain access to Engaged Capital’s data or that of the Clients’ investors or to transfer funds to unauthorized third parties. A successful penetration or circumvention of the security of Engaged Capital’s systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, the loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Clients, Engaged Capital or their service providers to incur regulatory penalties, reputational damage, additional compliance costs, increased insurance premiums or financial loss. In addition, Engaged Capital may incur substantial costs related to the investigation and remediation of the cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks. Similar types of operational and technology risks are also present for the companies in which the Clients invest, which could have material adverse consequences for such companies and may cause the Clients’ investments to lose value. Engaged Capital operates in an environment where remote and hybrid work arrangements are increasingly common. While these arrangements provide flexibility, they also introduce certain operational, security and compliance risks. Remote work can create challenges in supervision, communication and operational oversight, potentially affecting the efficiency and responsiveness of the Firm’s investment and risk management processes. The dispersion of employees across different locations may lead to delays in decision-making, disruptions in workflow or challenges in maintaining complains with Firm policies and regulatory requirements. Despite the Firm implementing measures to mitigate risks associated with remote work environments, there are no guarantees of complete success. Vulner4abilites in this regard have the potential to adversely impact the Funds. Risks of Artificial Intelligence (“AI”) Engaged Capital’s ability to use, manage and aggregate data may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit Engaged Capital’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While Engaged Capital may restrict certain uses of third-party and open-source AI tools, such as ChatGPT, Copilot, DALL-E and Descript, Engaged Capital’s employees and consultants and a Client’s portfolio companies may use these tools, which poses additional risks relating to the protection of Engaged Capital’s and such portfolio companies’ proprietary data, including the potential exposure of Engaged Capital’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse of Engaged Capital’s or third-party intellectual property,

which could adversely affect Engaged Capital, a Client or a Client’s portfolio companies. Use of AI tools may result in allegations or claims against Engaged Capital, a Client or a Client’s portfolio companies related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in Engaged Capital’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative impact on Engaged Capital or on the performance of a Client and its portfolio companies. AI tools could also be used against Engaged Capital, a Client or a Client’s portfolio companies in criminal or negligent ways. As the use and availability of AI tools have grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of Engaged Capital, a Client or its portfolio companies to utilize AI in the manner it has to-date, and may have an adverse impact on the ability of Engaged Capital, a Client or its portfolio companies to continue to operate as intended. ESG Matters ESG factors are only some of the many factors Engaged Capital may consider in making an investment or as part of ongoing engagement. Other factors may be given greater weight, particular ESG factors may be disregarded and Engaged Capital may not consider all of the ESG factors that an investor believes are important. To the extent ESG factors are considered, they will be considered based solely on their financial materiality. Engaged Capital invests solely for financial return and does not seek to generate positive ESG impact as an investment goal. Engaged Capital’s investments may not result in a positive ESG impact and could adversely impact one or more ESG attributes. In addition, Engaged Capital’s ESG integration may not align with the policies of or regulatory requirements applicable to a particular investor. Engaged Capital has discretion regarding whether to engage with investee companies on ESGrelated matters and on which matters to engage. To the extent that Engaged Capital engages with investee companies on ESG-related matters, such engagements may not achieve the desired financial and other results. In addition, the market or other stakeholders may not consider the results to be sufficient or desirable. Successful ESG integration on the part of Engaged Capital will depend on Engaged Capital’s skill in properly identifying and analyzing material ESG factors and their relevance, and there can be no assurance that Engaged Capital will be successful in doing so. ESG integration is subjective by nature, and the criteria utilized by Engaged Capital or the judgment exercised by it may not reflect the desired approach of any particular investor. Consideration of ESG factors may result in the selection or exclusion of certain investments, sectors, regions, countries or types of investments and/or the pursuit of particular ESG engagement strategies and initiatives. Such consideration carries the risk that Engaged Capital may underperform funds that do not take such ESG-related factors into account in the same manner. In addition, consideration and management of ESG factors may require Engaged Capital to rely on third-party information and data, which may be

incomplete, inaccurate or unavailable. Limitations in such information and data may result in erroneous assessments by Engaged Capital. ESG integration practices are evolving, including without limitation due to regulation, new and changing issues and areas of stakeholder focus, shifting investor sentiment (including so-called anti-ESG sentiment) and requirements and evolving investee company practices. Accordingly, Engaged Capital’s ESG integration practices will continue to evolve and change, and they may do so in a manner that is adverse to financial return or a particular investor’s goals. Possibility of Fraud and Other Misconduct of Employees and Service Providers Misconduct by employees of Engaged Capital, service providers to Engaged Capital or the Clients and/or their respective affiliates could cause significant losses to such Clients. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Clients, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Clients and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Clients. Engaged Capital has controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be given that Engaged Capital will be able to identify or prevent such misconduct.

offering memorandum and subscription agreement for any Fund (the “Offering Documents”) provide additional information on these standards. Prospective investors in a Fund receive the Offering Documents.

When persons covered by the Code engage in personal securities transactions, they must adhere to the following general principles as well as the Code’s specific provisions: (i) at all times the interests of the client must be paramount; (ii) personal transactions must be conducted consistent with the Code in a manner that avoids any actual or potential conflict of interest; and (iii) no inappropriate advantage should be taken of any position of trust and responsibility. Supervised Persons covered by the Code have certain trading restrictions and reporting obligations for their personal securities transactions. Each Supervised Person is provided with a copy of the Code and must annually certify that he or she has received it and complied with its provisions. In addition, any Supervised Person who becomes aware of any potential violation of the Code is obligated to report the potential violation to the CCO. Engaged Capital will provide a copy of its Code to clients or prospective clients upon request. Such a request may be made by submitting a written request to the Firm at the address on the cover page to this Brochure. Personal Trading Practices A potential conflict of interest exists whenever investment advisers or their Supervised Persons trade in the same securities that they are purchasing and selling for clients. The advisers and Supervised Persons may have an incentive to take investment opportunities from clients for their own benefit, favor their personal trades over client transactions when allocating trades, or use the information about the transactions they intend to make for clients to their personal benefit by trading ahead of clients. In order to address this potential conflict of interest, Engaged Capital and its Supervised Persons generally may not purchase or sell securities for themselves that we also select for Clients. This includes related securities (e.g., debt instruments, warrants, options or futures). The exceptions to this general rule are: (1) Engaged Capital, its Supervised Persons, or its affiliates may invest through SPVs or other affiliated vehicles controlled by Engaged Capital, including SPVs that may include only Supervised Persons and that may make investments (including additional investments) in portfolio companies in which a Client may or may not

participate; (2) Engaged Capital may invest alongside the Clients; and (3) Engaged Capital’s Supervised Persons may invest alongside Clients through SPVs established by Engaged Capital. Our policies to address these conflicts include the following: 1. Supervised Persons generally may not engage in personal trading of any small or mid-cap

equity securities (defined as issuers with market capitalizations between $1 billion and $10 billion) and must obtain pre-approval from the Chief Compliance Officer or his/her delegate for any personal trades in any corporate securities or derivatives. Supervised Persons may purchase or sell government securities, municipal securities, ETFs, and other open end investment companies without prior permission. 2. Engaged Capital’s Chief Compliance Officer receives and reviews copies of statements

from brokerage accounts of all Supervised Persons. 3. Engaged Capital’s Chief Compliance Officer will conduct periodic reviews of all personal

trades of Supervised Persons against the trades executed for clients. 4. Conflicts of interest also may arise when Engaged Capital’s personnel become aware of

limited offerings or initial public offerings (“IPOs”), including private placements or offerings of interests in limited partnerships or any thinly traded securities, whether public or private. Given the inherent potential for conflict, limited offerings and IPOs demand extreme care. Engaged Capital’s personnel are required to obtain pre-approval from the Chief Compliance Officer before trading in these types of securities. 5. Under certain limited circumstances, with the Chief Compliance Officer’s approval, we

make exceptions to the policies stated above. Engaged Capital will maintain records of these trades, including the reasons for any exceptions. Financial Interest in Fund Transactions and Fees As a regular part of its business, Engaged Capital may create SPVs or other affiliated vehicles to invest in one or more portfolio companies, including companies in which a Client has invested or may invest. Such vehicles may also make investments in portfolio companies in circumstances where a Client does not participate. Investments by these SPVs or affiliated vehicles may benefit the Clients and may also benefit Engaged Capital due to its interest in the performance of the Clients and such vehicles. Engaged Capital will from time to time enter into agreements or other arrangements, directly or indirectly, with investors that commit significant capital to one or more of the Funds. Where such investors participate in a Fund through a dedicated related Fund (such as a master or feeder Fund), such related Fund may be granted terms that are more favorable than those applicable to other investors. Such preferential terms will from time to time include, but are not limited to, the allocation of a share of Engaged Capital’s management fees and performance-based compensation earned with respect to Funds that have other investors, preemptive rights to invest in specified portions of Engaged Capital’s future investment capacity, and approval rights over such matters as Engaged Capital’s employment of outside service providers and senior investment personnel.

Engaged Capital, with respect to all Funds, will from time to time enter into side letters and other arrangements with certain investors pursuant to which more favorable management fees and performance-based compensation, including “most favored nation” provisions, may be granted to such investors. Other Potential Conflicts of Interest Resolution of Conflicts In the case of all conflicts of interest, Engaged Capital’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using Engaged Capital’s best judgment, but in its sole discretion. In resolving conflicts, Engaged Capital considers various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1)

Engaged Capital will consider the appropriateness of an investment from the viewpoint of a Client;

(2)

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the organizational documents for the Clients;

(3)

Engaged Capital has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; and

(4)

Prior to subscribing for interests in a Client, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Client.

While Engaged Capital endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that Engaged Capital will identify or resolve all conflicts in a manner that is favorable to the Clients and investors are generally not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Allocation of Trades and Investment Opportunities In connection with its investment activities, Engaged Capital may encounter situations in which it must determine how to allocate investment opportunities among various Clients. Engaged Capital must first determine which Clients and/or other parties are eligible to participate in an investment opportunity. Engaged Capital assesses whether an investment opportunity is appropriate for particular a Client(s), taking into account, among other considerations: (i) whether the risk-return profile of the proposed investment is consistent with a Client’s objectives; (ii) the potential for the proposed investment to create an imbalance in a Client’s portfolio; (iii) the liquidity requirements of a Client; (iv) potentially adverse tax consequences; (v) regulatory restrictions that would or could limit a Client’s ability to participate in a proposed investment; (vi) the need to re-size risk in a Client’s portfolio; and (vii) contractual restrictions and/or priority rights with respect to allocation. Once Engaged Capital identifies the Client(s) that are eligible to participate in a

particular investment, Engaged Capital, in its discretion, decides how to allocate such investment opportunity among the identified Clients. We generally allocate investment opportunities on a prorata basis to each Client, subject to exceptions made pursuant to policies and procedures adopted from time to time by Engaged Capital. Engaged Capital will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to a Client solely because Engaged Capital purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to another Client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the Client. In particular, when certain Clients are ramping up their investment or trading strategies, such Clients may receive larger allocations of certain securities than other Clients in order to obtain its desired risk and portfolio size. Conversely, when certain Clients ramp up their investment and trading strategies, other Clients may receive reduced or no allocations of certain securities. Allocation of Co-Investment Opportunities Co-investment vehicles may be formed to make investments alongside a Client and may have different or more favorable rights and/or terms than a Client and/or other co-investors. Any such vehicle is established at Engaged Capital’s sole discretion, and neither investing in a Client nor maintaining any relationship with Engaged Capital and its affiliates entitles any person to coinvestment opportunities or to any particular allocation. Subject to Engaged Capital’s fiduciary duty to Clients, applicable governing documents, any side letters and disclosure to investors: (i) (a) no investor in a Client has a right to participate in any coinvestment opportunity and (b) investing in a Client does not give an investor any rights, entitlements or priority to co-investment opportunities, (ii) decisions regarding whether, when and to whom to offer co-investment opportunities, as well as the applicable terms on which a coinvestment is made, are made in the sole discretion of Engaged Capital or its related persons or other participants in the applicable transactions, such as co-sponsors, (iii) (a) co-investment opportunities generally will be offered to some and not other investors in Clients, in the sole discretion of Engaged Capital or its related persons, and may be offered in amounts smaller than originally requested and (b) an investor may be offered fewer co-investment opportunities than other investors in the same Client, with the same, larger or smaller capital commitments to such Client, (iv) persons other than investors in Clients (e.g., other Clients managed by Engaged Capital, consultants, joint venture partners, Engaged Capital personnel, persons associated with a portfolio company and other third parties, including persons who Engaged Capital believes will provide a benefit to a Client and/or one or more portfolio companies or who provide a strategic sourcing or similar benefit to Engaged Capital, a Client, and/or a portfolio company and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise), rather than one or more investors in a Client, will from time to time be offered co-investment opportunities in the sole discretion of Engaged Capital or its related persons, and (v) co-investors may purchase their interests in a portfolio company at the same time as the Clients or may purchase their interests from the applicable Clients after such Clients have consummated their investment in the portfolio company.

Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Additionally, non-binding acknowledgments of interest in co-investment opportunities are not investment allocation requirements and do not require Engaged Capital to notify the recipients of such acknowledgments if there is a co-investment opportunity. However, Engaged Capital from time to time agrees to give particular investors, Clients or other third parties priority access to co-investment opportunities. The existence of such priority or other contractual co-investment access rights could affect Engaged Capital’s decision to offer certain opportunities for co-investment and could limit the ability of Clients or their investors to be offered certain coinvestment opportunities. Co‑investors may hold consent or governance rights, and their interests may diverge from a Client’s interests. Co‑investment structures can create information advantages for some participants (including SPVs with Supervised Persons), and receipt of material non‑public information may restrict Engaged Capital or a Client from trading or exiting when it otherwise would. From time to time, Engaged Capital, its Supervised Persons or affiliates may form an SPV or other affiliated vehicle to invest in a portfolio company. Such vehicles may, in certain cases, include only Supervised Persons and may invest in transactions in which a Fund or a Managed Account participates or in which no Client participates. These investments may occur at different times, in different amounts, or involve different securities or rights than those acquired by a Fund or a Managed Account. Such activities can create conflicts, including differing return profiles or rights, and differing incentives. Engaged Capital addresses these conflicts through its allocation and conflicts policies and procedures, pre‑clearance and reporting requirements under its Code of Ethics and, where applicable, disclosure in governing documents and/or investor communications. In exercising its discretion to allocate co-investment opportunities among potential participants (including Clients, investors, third parties and SPVs that may include only Supervised Persons), Engaged Capital may consider some or all of a wide range of factors, which include, but are not limited to, its own interests and/or one or more of the following:

Specific considerations, including investment timing, of the co-investment parties;

The size and financial resources of the potential co-investment party and the ability of that person or entity (in terms of, for example, staffing, expertise, and other resources or similar synergies) to participate in the investment opportunity efficiently and expeditiously with the relevant Client without harming or otherwise prejudicing such Client, in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required);

Any confidentiality concerns Engaged Capital may have that may arise in connection with providing the potential co-investment party with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity;

Whether a potential co-investment party has a history of participating in opportunities and Engaged Capital’s past experiences and relationships with the potential co-investment

party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by Engaged Capital and the expected amount of negotiations required in connection with a potential co-investment party’s commitment;

The character and nature of the co-investment opportunity (including the potential coinvestment amount, structure, geographic location, tax characteristics, relevant industry and whether such co-investment opportunity is limited (i.e., thinly traded));

Level of demand for participation in such co-investment opportunity;

The ability of a potential co-investment party to aid in operating or monitoring a portfolio company or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s relationship with the management team of the potential portfolio company and whether the potential co-investment party has any existing positions in the portfolio company;

The extent to which a potential co-investment party has been provided a greater amount of co-investment opportunities relative to others;

Whether the potential co-investment party would require any governance rights that would complicate the transactions (or, alternatively, whether the potential co-investment party would be willing to defer to Engaged Capital and assume a passive role in governing a portfolio company);

Any interests a potential co-investment party has in any competitors of the portfolio company;

The ability of a potential co-investment party to hold investments for longer periods of time (or indefinitely);

Engaged Capital’s evaluation of whether the investment opportunity may subject the potential co-investment party to legal, regulatory, competitive, confidentiality, reporting, public relations, media, or other burdens that make it less likely that the potential coinvestment party would act upon the investment opportunity if offered;

Engaged Capital’s evaluation of whether a particular potential co-investment party has provided value in establishing relationships, participating in diligence and/or negotiations for such potential transaction or is expected to provide value to the business or operations of a portfolio company post-closing;

Engaged Capital’s evaluation of whether the profile or characteristics of the potential coinvestment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Clients to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which a Client wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of a Client being able to capitalize on a potential investment opportunity);

Whether the potential co-investment party will make commitments to invest in other Client, (including concurrently with the applicable co-investment) as well as commitments to future Clients raised by Engaged Capital;

Whether Engaged Capital believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to current or future Clients and/or Engaged Capital and whether the potential co-investment party has demonstrated a long-term and/or continuing commitment to the potential success of the current or future Clients and/or Engaged Capital; and

Engaged Capital’s evaluation of whether the co-investor can provide strategic perspectives and/or credibility or otherwise add value to the investment at the operational level.

The factors above are not listed in order of importance or priority and Engaged Capital is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Engaged Capital’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including potential co-investors, Engaged Capital personnel and third parties, and in the manner discussed above, often will not result in proportional allocations among such persons, and such allocations often will be more or less advantageous to some such persons relative to other such persons. For example, Engaged Capital may be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons (including, for example, whether Engaged Capital is entitled, under arrangements made with certain potential coinvestment parties, to additional management fees and/or performance allocation based on the availability of co-investment opportunities offered to such parties). Engaged Capital expects that these factors will lead Engaged Capital to favor some potential co-investors over others with respect to the frequency with which Engaged Capital offers them co-investment opportunities. Engaged Capital also expects to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. Conflicts Relating to Fund Expenses A conflict of interest could arise with respect to Engaged Capital’s determination of whether certain costs or expenses (or portions thereof) that are incurred in connection with the operation or activities of a Client are expenses for which such Client is responsible, or are expenses that should be borne by one or more of the Clients. Certain expenses may be the obligation of one particular Client and may be borne by such Client, or expenses may be allocated among multiple Clients. Each Client will generally be reliant on the determinations of Engaged Capital with regard to the allocation of investment expenses and any common operating and other expenses between a Client and any other Client(s). Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. From time to time, certain Clients will incur ongoing expenses that benefit a co-investment vehicle or co-investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by the applicable Client(s) and will not be borne by any benefiting co-investment vehicle or co-investor. Co‑investment vehicles, including SPVs, generally bear their own formation and operating expenses. Where a transaction with expected co‑investment does not close, related evaluation expenses are typically borne by the applicable Fund unless a co‑investor has executed definitive commitments that provide otherwise.

Investments by Senior Management and Key Employees in Clients Subject to applicable regulatory restrictions, senior management and key employees of Engaged Capital from time to time choose to personally invest, directly and/or indirectly, in Funds. Such investors may be in possession of information relating to certain Clients and the portfolios not available to other investors in such Clients and prospective investors in such Clients. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to the investors in such Clients. Investments by the senior management and key employees in Clients could incentivize the senior management and key employees to increase or decrease the risk profile of such Clients. Investments in Securities by Engaged Capital Personnel The Code of Ethics of Engaged Capital places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Engaged Capital on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. None of Engaged Capital, its affiliates or its employees generally may invest on behalf of themselves in individual securities that would be appropriate for, held by, or may fall within the investment guidelines of a Client except as set forth above in Personal Trading Practices. Supervised Persons may invest via SPVs established by Engaged Capital as permitted by the Code of Ethics. Such SPVs may invest at different times and have different returns than that of Clients. It is possible that, on occasion, the investment activity of Engaged Capital, its affiliates, officers, and employees, including through proprietary accounts will be opposite to those made for a Client because such other persons may be utilizing a different investment strategy. Use of Information Engaged Capital, from time to time, receives and generates various kinds of data and other information, including related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics, sometimes referred to as “big data.” This information may, in certain instances, include confidential and/or sensitive information received or generated in connection with efforts on behalf of a Client’s investment (or prospective investment). As a result, Engaged Capital is better able to anticipate macroeconomic and other trends, and financial opportunities, enhance and improve operations of portfolio companies and otherwise develop investment strategies. Engaged Capital also intends to utilize such data for purposes of identifying new investment opportunities for Clients. Information from an investment made by a Client may enable Engaged Capital to better understand a particular industry and develop and execute investment strategies in reliance on that understanding for Engaged Capital and other Clients that do not own an interest in such investment, without compensation or benefit to such Client. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information, (b) policies, practices and procedures designed to ensure confidentiality of trade secrets and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, Engaged Capital is generally free to use data and information from a Client’s activities in its sole discretion for the benefit of Engaged Capital and other Clients. The sharing and use of “big data” and other information present potential conflicts of interest and any benefits received by Engaged

Capital or its personnel will not be subject to management fee offset provisions or otherwise shared with a Client or its investors. Engaged Capital may in the future in certain instances use this information in a manner that may provide a material benefit to Engaged Capital and its affiliates without compensating or otherwise benefitting Clients. In addition, Engaged Capital may have an incentive to pursue investments based on the data and information expected to be received or generated. Engaged Capital may in the future utilize such information to benefit Engaged Capital or its affiliates. Compensation from Other Clients Engaged Capital could be subject to a conflict of interest because varying compensation arrangements among the Clients could incentivize Engaged Capital to manage certain Clients differently. These and other differences could make certain Clients less profitable to Engaged Capital than certain other Clients. Cross Trades Engaged Capital will not affect principal or internal cross-trades for client accounts, an internal cross-trade being the direct sale of securities from one Client account to another Client account through a journal transaction in which funds are paid to the seller and securities or other assets are transferred to the purchaser. From time to time, Engaged Capital may engage in brokercoordinated cross-trades and opposite-way market transactions (i.e., through an exchange, dark pool or over-the-counter market) between Clients and, where applicable, among co-investment vehicles, including SPVs. Engaged Capital will only direct broker-coordinated, cross-trade and opposite-way market transactions when Engaged Capital believes that the transaction is in line with its fiduciary duties and in the best interest of the Clients. Such cross-trades will be effected in accordance with Engaged Capital’s policies and procedures. Management Team Investors Current and former officers and executives of portfolio investments may also invest in the Funds. While Engaged Capital believes this aligns portfolio investment management teams with the best interests of the Fund, Engaged Capital may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio investment in order to maintain the goodwill with such management team investor. Performance Allocation As discussed above in Item 6, Engaged Capital receives a performance allocation from the Clients based upon the appreciation, if any, of the net assets of the Clients. Such compensation arrangement may create an incentive for Engaged Capital to make investments that are riskier or more speculative than would be the case if such an arrangement were not in effect. This incentive may be particularly acute when investors of a Client have unrecouped losses attributable to them at the Client level. In addition, the performance allocation was not the product of an arm’s length negotiation with any third party, and because the performance allocation is calculated on a basis that includes unrealized appreciation of a Client’s assets, it may be greater than if such compensation were based solely on realized gains. Diverse Investor Group

The individual investors in a Client may have conflicting investment, tax and other interests with respect to their investments in such Client. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by the Client, the structuring or the acquisition of investments and the nature and timing of disposition of investments. As a result, conflicts of interest may arise in connection with the decisions made by Engaged Capital, including with respect to the nature or structuring, choice or timing of investments or dispositions, which may be more beneficial for one investor than for another investor, (or may be adverse to one or more investors), especially with respect to investors’ individual tax situations. For example, Engaged Capital is subject to special tax rules with respect to its right to performance allocations, and may be incentivized to delay the timing of certain realizations or to choose specific lots of securities for realization. Engaged Capital will make such decisions in its sole discretion, and may prioritize the tax position of Engaged Capital and its affiliates, including on account of Engaged Capital’s or its affiliates’ activities or strategies unrelated to a Client, and there is no assurance that the outcome, particularly with respect to tax, will be the most beneficial possible (or will not be adverse) to an investor. Selection of Broker-Dealers and Counterparties Engaged Capital may be subject to conflicts relating to its selection of brokers, dealers and counterparties on behalf of Clients. Portfolio transactions for Clients will be allocated to brokers, dealers and counterparties on the basis of numerous factors and not necessarily the lowest pricing. Brokers, dealers and counterparties may provide other services that are beneficial to Engaged Capital and/or certain Clients, on the one hand, but not necessarily beneficial to certain other Clients, on the other hand. See also Factors Considered in Selecting Broker-Dealers for Client Transactions under Item 12 below for further discussion of Engaged Capital’s practices related to the selection of broker-dealers. Service Providers Services required by Clients (including some services historically provided by Engaged Capital) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case at the discretion of Engaged Capital. This can create a conflict of interest because Engaged Capital has an incentive to outsource such services at the expense of Clients to, among other things, leverage the use of Engaged Capital personnel. Such services may include, without limitation, investment sourcing, asset management, information technology, licensed software, depository, data processing, client relations, administration, custodial, and marketing, accounting, valuation, trading, legal, human resources, client services, compliance, corporate secretarial and tax support, director services and other similar services. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs and expenses of any such third-party service providers will be borne by the relevant Clients. Additionally, Engaged Capital personnel, and/or their family members or relatives may have ownership, employment, or other economic or other interests in certain service providers. These relationships can influence Engaged Capital in determining whether to select a service provider to perform services for a Client. Although Engaged Capital selects service providers that it believes will enhance performance and will be most beneficial to a Client, there is the possibility that Engaged Capital, because of these relationships and other interests, may favor the retention

or continuation of such service providers even if a better price and/or quality of service could be obtained from another person. Engaged Capital, its personnel and Clients will, from time to time, engage common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to Engaged Capital, its personnel and/or Clients. As a result, Engaged Capital or its personnel may receive a more favorable rate on services provided to it by such a common service provider than those payable by the Clients and may receive a discount on services even though Clients receive a lesser, or no, discount. This creates a conflict of interest between Engaged Capital and its personnel, on the one hand, and Clients, on the other hand, in determining whether to engage such service providers, including the possibility that Engaged Capital will favor the engagement or continued engagement of such persons if it, or its personnel, receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by Clients. Neither Clients nor investors in Clients will receive the benefit of any such favorable rate or discount provided to Engaged Capital, its personnel or its affiliates. In addition, service providers often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required and the time demands of the service provider. As a result, to the extent the services required by Engaged Capital or its affiliates differ from those required by Clients, Engaged Capital and its affiliates will pay different rates and fees than those paid by the Clients. Engaged Capital or its affiliates engage certain service providers (including law firms) on behalf of Clients, and personnel of such service provider may in the future be seconded to Engaged Capital or its affiliates on a temporary basis or serve in an internship capacity, pursuant to various arrangements including at cost or at no cost. Engaged Capital is, from time to time, a beneficiary of these arrangements as well. Such personnel may provide services in respect of multiple matters, including in respect of matters related to Engaged Capital, its affiliates and/or Clients and in any such circumstance the benefits or costs of any such personnel will be allocated in Engaged Capital’s discretion taking into consideration the usage of such personnel. In such circumstances, a conflict of interest exists because Engaged Capital or its affiliates have an incentive to select one service provider over another on the basis that Engaged Capital or its affiliates may receive the benefit of seconded employees from such service provider, particularly where the compensation and expenses for such personnel during the secondment is borne by the service provider and not Engaged Capital or its affiliates. Engaged Capital and Clients will generally engage common legal counsel and other service providers in a particular transaction, including a transaction in which there may be conflicts of interest. Members of the law firms engaged to represent Clients may be investors in a Clients, and may also represent one or more investors in a Client. In the event of a significant dispute or divergence of interest between Clients, Engaged Capital and/or its affiliates, the parties may engage separate counsel in the sole discretion of Engaged Capital and its affiliates, and in litigation and other circumstances, separate representation may be required. Additionally, Engaged Capital employees may also leave Engaged Capital and become employees, officers or directors of, or otherwise be engaged by, third-party service providers that

provide services to Engaged Capital, Clients and/or portfolio companies. While employed by Engaged Capital, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by Engaged Capital unless a Client’s governing documents permit certain allocations of internal expenses to the Client. If a former Engaged Capital employee becomes an employee or consultant of a third party that also provides services to a Client, such former Engaged Capital employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party service provider attributable to the former Engaged Capital employee working on the Client will be borne entirely by the Client, and no such amounts will reduce the management fee paid or the carried interest distributed by such Client on the basis that such person used to be a former Engaged Capital employee. Lack of Exclusivity Engaged Capital and its personnel will devote as much of their time to the activities of the Clients as they deem necessary and appropriate. Engaged Capital and its personnel will not be restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even if such activities may be in competition with the Clients and/or may involve substantial time and resources of Engaged Capital and its personnel. These activities could be viewed as creating a conflict of interest in that the time and effort of Engaged Capital and its personnel will not be devoted exclusively to the business of a Client but will be allocated between the businesses of all Clients advised by Engaged Capital. Other Activities of Engaged Capital and its Affiliates Conflicts of interest may arise from the fact that Engaged Capital currently provides, and may in the future continue to provide, investment management services to multiple Clients. Clients may have investment objectives, programs, strategies and positions that are similar to or may conflict with those of other Clients, or may compete with or have interests adverse to such other Clients. Such conflicts could affect the prices and availability of securities in which a Client invests. Even if a Client has investment objectives, programs or strategies that are similar to those of another Client, Engaged Capital may give advice or take action with respect to the investments held by, and transactions of, Clients that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, another Client due to a variety of reasons, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of such Clients. As a result, certain Clients may have substantially different portfolios and investment returns despite having similar investment objectives, programs or strategies. Conflicts of interest may also arise when Engaged Capital makes decisions on behalf of one Client with respect to matters where the interests of Engaged Capital or such Client differ from the interests of another Client. Trade Errors The Clients may on occasion experience errors with respect to trades made on its behalf. Trade errors may include, for example: (i) the placement of orders (either purchases or sales) in excess of the amount of securities a Client intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; (iv) the purchase or sale of the wrong security; (v) the purchase or sale of a security contrary to regulatory restrictions or applicable Client’s investment guidelines or restrictions; (vi) incorrect allocations of securities;

(vii) keystroke errors that occur when entering trades into an electronic trading system; and (viii) typographical or drafting errors related to derivatives contracts or similar agreements. Trade errors may result in losses or gains. Engaged Capital generally will endeavor to detect trade errors prior to settlement and correct and/or expeditiously mitigate them. To the extent an error is caused by a counterparty, such as a broker-dealer, Engaged Capital generally will seek to recover any losses associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Clients to Engaged Capital and its personnel, Engaged Capital, its affiliates and personnel will generally not be liable to the Clients for any act or omission, absent willful malfeasance, bad faith, fraud or gross negligence, and the Clients will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Clients, absent willful malfeasance, bad faith, fraud or gross negligence. As a result of these provisions, the Clients (and not Engaged Capital) will benefit from any gains resulting from trade errors and will be responsible for any losses (including additional trading costs) resulting from trade errors and similar human errors, absent willful malfeasance, bad faith, fraud or gross negligence. Engaged Capital will offset any such net gains and net losses resulting from trade errors and, in the case of net losses for which Engaged Capital is responsible under the exculpation provisions, Engaged Capital will reimburse the Clients for such net losses. Given the potential volume of transactions that may be executed by Engaged Capital on behalf of the Clients, investors should assume that trade errors (and similar errors) will occur and that, to the extent permitted by law and under the organizational documents of the Clients, the Clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Engaged Capital’s personnel. Valuation A Client’s assets and liabilities are valued in accordance with Engaged Capital’s valuation policies and procedures, as may be amended from time to time. Such valuations will be made in accordance with GAAP. In making valuation determinations, Engaged Capital may be deemed subject to a conflict of interest, as the valuation of such assets and liabilities affects its compensation. There is no guarantee that the value determined with respect to a particular asset or liability by Engaged Capital will represent the value that will be realized by a Client on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. Side Letters Clients, and in certain cases Engaged Capital, will have the discretion to waive or modify the application of, or grant special or more favorable rights with respect to, any provision of the organizational documents to the extent permitted by applicable law. To effect such waivers or modifications or the grant of any special or more favorable rights, Clients may create additional classes, series or sub-series of interests for certain investors that provide for, among other things, different fee terms. Certain such waivers, modifications or grants of special or more favorable rights may also be effected by the Clients, and, in certain cases, Engaged Capital, through agreements (“Side Letters”). Although certain investors may invest in Clients with different material terms, Clients and/or Engaged Capital generally will only offer such terms if they believe other investors in such Clients will not be materially disadvantaged. Clients may create additional classes, series or sub-series of Interests, and Clients, or in certain cases Engaged Capital, may enter into Side Letters with investors without notice to, or consent of, other investors in such Client.

Other Potential Conflicts of Interest The organizational documents of a Client establish complex arrangements among the Clients, Engaged Capital, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the organizational documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While Engaged Capital will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Client or its investors. Engaged Capital and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Client, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Client expenses may result in “miles” or “points,” rebates, or credit in loyalty/status programs to Engaged Capital and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit Engaged Capital and/or such personnel even though the cost of the underlying service is being borne by the Clients, its investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Client, its investors and/or the portfolio companies. In addition, airline travel incurred as a Client expense for an Engaged Capital personnel traveling for appropriate Client-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Client-related matter) may benefit such Engaged Capital personnel to the extent the trip also serves a personal purpose.

to continually seek to obtain the best overall deal for clients when placing clients’ trades; 3. to periodically review executed client trades and the firm’s trading practices to help confirm that clients are receiving best execution; and 4. to disclose any unavoidable conflicts of interest pertaining to client trading.

Our process of determining best execution involves not only an assessment of brokerage commissions or bid/offer spreads but also an evaluation of broker-dealer ancillary services. We will consider the full range of a broker-dealer’s services in assessing best execution, including:

competitiveness of commission rates and spreads promptness of execution past history in executing orders clearance and settlement capabilities research capabilities and quality access to markets, investments (including access to new issues) and distribution network trade error rate and ability or willingness to correct errors anonymity/confidentiality market impact liquidity speed of execution expertise with complex transactions trading style and strategy geographic location

Although Engaged Capital will seek competitive commissions and spreads, we may not necessarily obtain the lowest possible rates for portfolio transactions. The commissions, spreads or other transaction fees charged by an executing broker-dealer may be higher or lower than those charged by other broker-dealers. The broker-dealers we utilize to execute client transactions may become investors in Clients managed by Engaged Capital. Engaged Capital would therefore have an incentive to place trades through the broker-dealer in order to maintain or obtain additional investments in the Client. Consistent with our policy to seek best execution of client transactions, Engaged Capital has adopted policies for the review of our brokerage practices (and the broker-dealers through which we place client trades) to confirm that (i) trades are placed in accordance with our standard brokerage practices, and (ii) broker-dealers who may also be Client investors are not inappropriately favored. Research and Other Benefits As part of our trading activities on behalf of Clients, Engaged Capital enters into arrangements where brokerage business is promised in exchange for proprietary or third-party services (“soft dollar” arrangements). Engaged Capital receives a benefit under these arrangements because we do not need to produce or pay for the research, brokerage products or other services received. When we enter into any relationship that could be viewed as a soft dollar arrangement, we intend to comply with the “safe harbor” provided under Section 28(e) of the Securities and Exchange Act of 1934. Section 28(e) provides a safe harbor to investment managers that use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment manager in performing investment decision-making responsibilities. Research products or services provided to us may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to

specific securities, financial data and analytic applications, and other products and services providing lawful and appropriate assistance to us in the performance of our investment decisionmaking responsibilities. This research may include both proprietary research or research created or developed by a third party. Under Section 28(e), research obtained with soft dollars generated by clients may be used by us to service accounts other than the clients, including clients that may not have paid for the soft dollar benefit. We do not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. In the last fiscal year, Engaged Capital used soft dollars for the purpose of obtaining research in compliance with the requirements of Section 28(e). We may also receive research, brokerage products and other services in the ordinary course of trading on behalf of the Clients. These bundled services are made available to advisers such as Engaged Capital on an unsolicited basis, without regard to the rates of commissions charged or paid by Clients or the volume of business directed to such broker-dealers. We may have an incentive, however, to select or recommend a broker-dealer based on our interest in receiving the research or brokerage products or other services, rather than on our Clients’ interest in receiving the most favorable execution. Engaged Capital will only use “soft” or commission dollars when we make a good faith determination that the commissions are reasonable in relation to the value of brokerage and research services provided, viewed in terms of either a particular transaction or our overall responsibilities to all Clients. Brokerage for Client Referrals Engaged Capital does not receive client referrals from any broker-dealer or third party in exchange for using that broker-dealer or third party. In the future, a broker-dealer may become an investor in a Fund or a Managed Account client. This would present a conflict, as we would have an incentive to use that broker-dealer rather than one who was not a Fund investor or client. Our policies and procedures address such conflicts by requiring us generally to seek best execution when trading on behalf of the Funds and other clients. Directed Brokerage Transactions Managed Account clients may have relationships with and desire to trade through specific brokerdealers for personal or financial considerations. Engaged Capital is prepared to work with any broker-dealer that a Managed Account client chooses. For the following reasons, however, Managed Account clients who direct Engaged Capital to use a particular broker-dealer for trading may pay higher commission charges than our other clients. Engaged Capital may not have the authority to negotiate commissions or obtain volume discounts, and best execution may not be achieved. Such clients should further understand that when they direct Engaged Capital to use a specific broker, the disparity in transaction charges might exist between the transaction costs charged to the Funds and other clients. Additionally, Engaged Capital may not be able to aggregate the orders of clients who have directed brokerage with other clients. In these circumstances, the trades for clients who direct Engaged Capital to use a particular broker-dealer may be placed after the trades of other clients and may receive less favorable prices.

Aggregation of Transactions If Engaged Capital determines that the purchase or sale of a security is appropriate with regard to multiple Clients, Engaged Capital may, but is not obligated to, purchase or sell such a security on behalf of such Clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client will receive the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by Engaged Capital. In the event of a partial fill, allocations may be modified on a basis that Engaged Capital deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Engaged Capital. As a result, certain trades in the same security for one Client (including a Client in which Engaged Capital and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

Typically, investors in the Funds are provided with monthly unaudited account statements, monthly performance and risk summary reports, written quarterly letters, tax information necessary for the completion of their annual tax returns, and annual audited financial statements. Each Managed Account client receives a statement from the custodian that includes an accounting of all holdings and transactions in the account for the reporting period. In addition, Engaged Capital provides written reports detailing performance in Managed Account client accounts on a quarterly basis. Engaged Capital may also provide additional reporting as agreed upon by Engaged Capital and the client on a case-by-case basis.

Engaged Capital may retain placement agents to solicit commitments from investors in exchange for a fee equal to an annual percentage based on the aggregate amount of investor assets in the Funds and incentive amounts realized, subject to certain exclusions and exceptions. Due to the agreement Engaged Capital has with the placement agent, the placement agent has an incentive to recommend Engaged Capital, resulting in a material conflict of interest.

Managed Account clients should carefully review and compare the account statements they receive from their qualified custodian(s). When such clients receive statements from Engaged Capital as well as from the qualified custodian, they should compare these two reports carefully. Clients with any questions about their statements should contact us at the address or phone number on the cover of this brochure. Clients who do not receive their statement from their qualified custodian at least quarterly should also notify us.

However, certain Managed Account client-imposed conditions may limit our discretionary authority, such as where the client prohibits transactions in specific security types or directs Engaged Capital to execute transactions through specific broker-dealers.

If we have a conflict of interest, we will disclose the conflict to investors in the Fund and our Managed Accounts, or we will contact a third party to advise Engaged Capital to determine the vote and/or provide voting recommendations. In the case of a conflict of interest resulting from a particular employee’s personal relationships, we will remove the employee from the decisionmaking process with respect to the proxy vote. At any time, Fund investors and Managed Account clients may contact us to request information about how we voted proxies or to get a copy of our Proxy Voting Policies and Procedures.