Engaged Capital LLC

ITEM 5 - FEES AND COMPENSATION
Fee Schedule
Investment Management Fees
Engaged Capital may charge the Clients a management fee for investment management services.
Our fees, which may be subject to negotiation, generally range from 1.00% to 1.75% annually,
based primarily on the amount of assets being placed under management with us, the point in time
in the life cycle of the relevant Client that the assets are placed, and the length of the commitment.
Certain SPVs established as co-investment funds may or may not have management fees.

Performance Allocation
Engaged Capital may also receive performance allocations or fees from Clients, which will
generally range from 10% to 25% of any annual appreciation in a Fund investor’s capital account
or in a Managed Account. 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 Quarter-
Beginning) / 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
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ITEM 7 - TYPES OF CLIENTS
Investment in the Funds is generally only available to institutional investors and certain high net
worth investors that are “accredited investors,” “qualified clients,” and “qualified purchasers,” or
non-“U.S. persons,” within the meaning of the Securities Act of 1933 (the “Securities Act”), the
Investment Advisers Act of 1940 (the “Advisers Act”), and the Investment Company Act of 1940,
as applicable. The specified minimum investment amount in the Funds for any high-net-worth
investor is $1,000,000. For institutional investors that wish to invest in the Fund the minimum
investment amount is $10,000,000. After admission to a Fund, an investor may make additional
investments of at least $1,000,000. 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.