Corvex Management LP

Item 5. Fees and Compensation
Corvex receives compensation from our clients based on the percentage of assets we manage and by
receiving performance-based compensation.

Compensation arrangements with Corvex

For one of the client funds that we currently sponsor, we generally charge management fees of 1.5% (per
annum) of the client’s net assets, which rate may be reduced based on the aggregate investment by an

investor in the client funds, and 20% incentive allocation of the net realized and unrealized appreciation
on that client fund’s net assets annually. For another client fund that we currently sponsor, we generally
charge management fees of 1% (per annum) of the client’s net assets, which such fee is generally treated
as a non-refundable advance against the applicable annual 30% incentive allocation of the client fund’s
cumulative gross performance in excess of the hypothetical gross performance generated by a similar
investment in the S&P 500 Total Return Index or, starting in October 2024, MSCI SCI World Index (USD),
depending on the series. For another client fund that we currently sponsor, we generally charge
management fees of .25% (per annum) of the client’s net assets, which such fee is generally treated as a
non-refundable advance against the applicable annual 30% incentive allocation of the client fund’s
cumulative gross performance in excess of the hypothetical gross performance generated by a similar
investment in the S&P 500 Total Return Index. Our client funds that pay an asset-based management fee
typically do so monthly in advance. Investors in these client funds can typically only make withdrawals as
of a calendar quarter end; a withdrawing investor will not have paid management fees in excess of what
such investor owed. If an investor in such a client fund withdraws at a time other than the end of a month,
we do not refund it a pro rata portion of the fees it paid at the beginning of the period. Our performance-
based compensation is typically structured as a profit-sharing allocation through a general partner interest
held by one of our affiliates. We typically determine and allocate the performance allocation on an annual
basis for these client funds, but will determine and allocate it for shorter periods under certain
circumstances (such as with respect to amounts withdrawn or redeemed from this client fund). This
performance allocation may be subject to a loss carry forward or high water mark provision that generally
requires that any actual or relative losses suffered by an investor in the client fund (adjusted to reflect
withdrawals or redemptions) be offset by subsequent net profits before our affiliate is entitled to
subsequent performance allocations from such investor in the client fund.

We also charge certain client funds only performance-based compensation based on net realized profits.
Investors in these client funds are typically subject to lock-up and other withdrawal provisions. These
client funds are also more restricted in their investment strategy. The performance allocation and
withdrawal terms are described in those client funds’ governing documents.

Corvex PE compensation arrangements

Corvex PE charges asset-based fees based on invested capital and/or commitments and an affiliate of
Corvex PE receives the carried interest subject to, depending on the terms of a particular fund specified
in its offering documents, the return of capital and a preferred return.

General

We deduct all compensation automatically from our client funds’ accounts pursuant to their governing
documents. Our fees are usually not negotiable, although we have allowed certain significant investors
to participate in our client funds at a reduced rate. We have the discretion to waive all or a portion of the
asset-based fee and/or performance-based compensation, but typically only exercise this discretion for
Corvex-affiliated investors. We generally do not charge an asset-based management fee or performance-
based compensation to our principal or any of our employees that invest directly or indirectly in our client
funds, as well as their related family members and affiliates. In addition, we occasionally enter into side
letter arrangements with certain investors in our client funds, in which we may waive certain terms, or
allow such investors to invest on different terms than those specifically described in the governing
documents. Under certain circumstances, these agreements could create preferences or priorities for
such investors with respect to other investors.

In connection with our advisory services, our clients bear all of their own expenses. Those expenses will
vary, but typically include expenses associated with organization of the client fund, ongoing offering costs,
investment-related expenses, such as brokerage commissions, interest expenses, clearing and settlement
charges, custodial fees, travel expenses, appraisal fees, investment banking expenses, fees and profit-
sharing payments due to unaffiliated advisors, sub-advisors, consultants and finders, information systems
costs, costs of preparing and mailing reports to investors, administrator fees, legal expenses, accounting,
audit and tax preparation expenses, taxes, cost of directors’ and officers’ liability insurance, and
governmental, regulatory, licensing, filing or registration expenses and fees incurred in connection with
the rules of any self-regulatory organization or any foreign, U.S. federal, state or local laws.

Detailed information regarding the fees and expenses charged to our clients is provided in each client’s
offering documents and other governing documents.

Corvex and its affiliates are permitted to receive consulting fees, investment banking fees, advisory fees,
breakup fees, director’s fees, closing fees, transaction fees and similar fees in connection with actual or
contemplated investments. Such fees reduce or offset management fees or performance-based fees for
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Item 7. Types of Clients
Corvex provides discretionary investment management services to private investment funds. Our client
funds rely on certain exclusions from the definition of “investment company” in the Investment Company
Act of 1940, as amended. Accordingly, none of our client funds are registered as investment companies
with the SEC.

In most of the client funds that we sponsor, investors are generally required to make a minimum initial
investment of $5,000,000. However, we may waive or reduce the minimum initial investment in certain
circumstances, subject to statutory limitations. Interests in our client funds are offered and sold
exclusively to investors satisfying the applicable eligibility and suitability requirements in order to comply
with applicable federal securities laws and regulations. Typically, these investors are institutions, funds
of hedge funds, family offices, high net worth individuals, trusts, estates, corporate and public pension
and profit sharing plans, endowments, charitable organizations, and other entities.

Corvex also provides discretionary investment management services to separately managed account
clients.