Engine Capital Management LP

Item 5       Fees and Compensation
A. ADVISORY FEES AND BILLING
   Generally, Engine charges each Client an investment management fee (“Management
   Fee”) based on the value of the Client’s assets under management at rates ranging from
   1.0% to 1.75% per annum.
   Generally, Management Fees are charged each quarter in advance based on the total
   market value of the assets in the Client account (including net unrealized appreciation or
   depreciation of investments and cash, cash equivalents and accrued income and
   expenses), on the first day of the quarter. If a new Client account is established during a
   quarter or there is an additional contribution made to a Client's account during a quarter,
   the Management Fee will be charged as of the effective date of the Client's investment
   management agreement or the date of such additional contribution based on the value of
   the assets as of the applicable date and will be prorated for the number of days remaining
   in the quarter.
B. OTHER FEES AND EXPENSES
   The Funds generally pay for their own operating expenses, including, but not limited to,
   legal and accounting fees, third party administration, auditing and tax fees, printing and
   mailing expenses and government filing fees (including blue sky filing fees), as further
   described in each Fund’s Memorandum. Engine and its affiliates pay for their own
   administrative and overhead expenses incurred in connection with providing services to
   the Funds.
C. REFUND POLICY
   No part of the Management Fee will be refunded in the event that a Limited Partner
   withdraws, or Shareholder redeems, whether voluntarily or involuntarily, all or any of
   the value in the Limited Partner’s capital account or Shareholder’s shares during any
   quarter.
D. OTHER COMPENSATION
   Engine does not accept any other compensation other than the fees as described in Item
   5 and Item 6.
E. SIDE LETTERS
   Engine may from time to time enter into agreements with certain investors that may
   provide for terms of investment that are more favorable than the terms described in the
   relevant offering documents. Such terms may include the waiver, reduction or rebate of
   management fees, expenses and/or performance-based allocations, the provision of
   additional information or reports or more favorable transfer rights or liquidity terms. No
   such agreement will necessarily entitle any other Investor to the same terms of
   investment.

                                 Date of Brochure: March 2026

Item 6       Performance Compensation & Side-by-Side Management
A. PERFORMANCE-BASED COMPENSATION
   Performance-based compensation is compensation based on a share of the capital gains
   or capital appreciation of the assets of a Client. Performance-based compensation
   arrangements cause an investment adviser to participate directly in the profits
   accumulated in a Client’s account. Performance-based compensation may create an
   incentive for an investment adviser to make investments on behalf of a Client that are
   riskier or more speculative than would be the case in the absence of such compensation
   arrangements.

   Engine receives performance-based compensation (either as an annual performance fee
   or allocation) from each of the Funds. This compensation will be allocated to Engine or
   to a related person of Engine and will generally range from 10% to 20% annually of the
   net profits otherwise allocable to each Limited Partner or Shareholder, subject to a "high
   water mark" mechanism and in certain circumstances, a “clawback” mechanism.
   Specifically with respect to Engine Lift, the performance-based compensation will
   generally range from 10% to 20% annually of Engine Lift’s outperformance as compared
   to the Russell 2000 index benchmark. The allocation of certain operating expenses to the
   LPs of Engine Bridge are capped at 0.15% of their NAV with the excess allocated to the
   GP.

B. SIDE-BY-SIDE MANAGEMENT
   “Side-by-Side Management” refers to a situation in which the same investment adviser
   manages accounts that are billed based only on a percentage of assets under management
   and at the same time manages other accounts that are subject to performance-based
   compensation arrangements. Because Engine only manages the Funds, it does not
   conduct side-by-side management of dissimilar advisory accounts.

                                 Date of Brochure: March 2026

Item 7      Types of Clients
  Engine provides portfolio management services to the Funds only.
  The minimum initial capital contribution for interests in Engine Capital, Engine Capital
  Offshore, Engine Jet, Engine Lift, Engine Opportunity, and Engine Opportunity Offshore
  is $1,000,000; the minimum initial investment for Engine Bridge is $100,000. Engine
  reserves the right to reduce the minimum initial capital contribution and to accept
  subscriptions for lesser amounts. There is no minimum investment for interests in
  Engine Airflow.

                               Date of Brochure: March 2026