Darsana Capital Partners LP

Item 5: Fees and Compensation
Investors should consult the Offering Documents for more details regarding the calculation of fees
and expenses.

Management Fee and Administrative Allocation
As described more fully in the Funds’ Offering Documents, Darsana or its affiliates may be entitled
to receive a quarterly asset-based management fee/administrative allocation of 1.5% annualized for
management and administrative services provided to the Funds. The management fee may be
charged at a lower blended rate provided certain conditions are met as outlined in the Funds’
Offering Documents.

A portion of the asset-based fee/allocation is paid to Darsana or its affiliates in advance as of the
beginning of each calendar quarter. The remaining portion of the asset-based fee/allocation is
generally received by Darsana or its affiliates at the end of each quarter (depending on the
performance of the Funds). A pro rata amount of this asset-based fee/allocation is charged on any
capital contributions made by new or existing Fund Investors on any date that does not fall on the
first day of a fiscal quarter. In the case of a withdrawal by a Fund Investor other than as of the last
day of a fiscal quarter, a pro rata portion of the fee will be reimbursed by Darsana or its affiliates to
the withdrawing Fund Investor. The management fee/administrative allocation are tracked and
calculated on a contribution-by-contribution basis.

Incentive Allocations
At the end of each fiscal year, after the taking of any management fees/administrative allocation
described above, the General Partner receives an annual incentive allocation equal to 20% of each
Fund Investor’s share of net profits in the Fund (including unrealized gains and losses other than
those attributable to Designated Investments) and net profits from the liquidation, realization or
deemed realization of Designated Investments during that period, if any. The incentive allocation is
subject to a loss carryforward provision such that the incentive allocation to the General Partner
shall be made only after certain previously allocated net losses have been offset by subsequent net
profits. Any such loss carryforward will be subject to reduction for withdrawals on a pro rata basis.
The incentive allocation is tracked on a contribution-by-contribution basis. With respect to the Co-
Investment Vehicle, the General Partner generally receives a 20% profits interest allocation subject
to an 8% hurdle.

Form ADV Part 2 Brochure | Darsana                                             March 6, 2026

Fee Waivers
With respect to the Funds, the General Partner or the Board of Directors, as applicable, in its sole
discretion, will waive or modify the management fee/administrative allocation and incentive
allocation/profits interest for certain Investors, although it is anticipated that such waivers or
modifications will only be granted for principals, members, employees or affiliates of the General
Partner or Darsana, and related family planning vehicles and trusts (“Darsana Parties”). With respect
to the Co-Investment Vehicle, the General Partner may waive or modify its right to receive its profits
interest, at its sole discretion.

Expenses
In addition to the management fees/administrative allocation and incentive allocation described
above, expenses will be charged to the Funds that are more fully disclosed in the Offering Documents.
These expenses include, but are not limited to the following: Fund legal and compliance expenses,
fees and expenses related to various filings (or portions thereof) made in connection with managing
the Funds’ portfolio (the “Portfolio”) (including, but not limited to, Section 13 filings, Section 16
filings and similar expenses (if applicable)); administrator, audit (including custody audit, if
applicable), tax and Fund-related accounting expenses (including third-party accounting services);
shareholder proxy voting services; organizational expenses; investment expenses such as
commissions, research fees and expenses; interest on margin accounts and other indebtedness;
borrowing charges on securities sold short; custodial fees; bank service fees; Fund-related insurance
costs; the Funds’ pro rata share of the expenses of the Master Fund; independent Review Committee
members’ fees and expenses; any other expenses related to the analysis, purchase or sale of
investments (including Designated Investments) whether or not the investment is consummated
(e.g., broken-deal fees and expenses) and any other reasonable expenses related to the purchase, sale
or transmittal of the Funds’ assets, including, but not limited to, a portion of the expenses associated
with an order management system.

The allocation of expenses by Darsana among Clients represents a conflict of interest for Darsana.
Darsana has adopted expense allocation policies and procedures that are designed to address this
conflict. Darsana allocates expenses to each Client in accordance with the Client’s Offering
Documents. Darsana seeks to allocate common Client expenses among multiple Clients in a manner
that is fair and reasonable over time consistent with its policies and procedures. Darsana’s expense
allocations often depend on inherently subjective determinations and, accordingly, expense
allocations made by Darsana in good faith will be final and binding on the Clients.

Co-Investment Vehicle
Darsana also receives a profits interest from the Co-Investment Vehicle, and may in the future,
receive performance-based compensation and management fees from the Co-Investment Vehicle.
Co-Investment Vehicle Investors will be charged expenses as disclosed in the Offering Documents
of the Co-Investment Vehicle.

Item 7: Types of Clients
Darsana provides investment advisory services to its Clients. Investment advice is provided directly
to the Clients by the Investment Manager, subject to the direction and control of the General Partner
(in the case of the Domestic Fund, the Intermediate Fund, the Master Fund and the Co-Investment
Vehicle,) and the Board of Directors (in the case of the Offshore Fund) and not individually to the
Investors. As described more fully in the Funds’ Offering Documents, in the case of the Master
Fund, the General Partner will obtain the consent of, or in certain cases, consult with, the Review
Committee prior to making certain decisions. As described above, the Investment Manager’s Clients
are the Funds and one or more Co-Investment Vehicles, each of which is a private investment fund
exempt from registration as an investment company under Section 3(c)(7) of the Investment
Company Act. Darsana, however, is not precluded from advising types of clients that are not listed
above.

Investors in the Clients include, but are not limited to, high net worth individuals, trusts, estates,
charitable organizations, endowments, foundations, insurance companies, fund of funds, family
offices, public and corporate pension plans and other corporate and business entities.

The Funds require Investors to meet certain minimum investment criteria and suitability
requirements as detailed in the Offering Documents. In order to invest in any of the Funds, an
Investor is required to complete and execute a subscription agreement that, among other things,
requires the Investor to represent that it meets the suitability requirements of the applicable Fund.
Investors in the Funds are required to make an initial minimum subscription of $20 million subject
to a determination by the General Partner or the Board of Directors, as applicable, in their sole
discretion, to accept initial subscriptions of a lesser amount. Investors in the Funds can make
additional subscriptions at such times as the General Partner or the Board of Directors, as applicable,
may determine in their sole discretion. The minimum additional subscription for the Funds is $5

Form ADV Part 2 Brochure | Darsana                                           March 6, 2026

million, subject to a determination by the General Partner or the Board of Directors, as applicable,
in their sole discretion, to accept additional subscriptions of a lesser amount. Co-Investment Vehicle
Investors are subject to such minimum investment amounts as may be disclosed in the relevant Co-
Investment Vehicle’s Offering Documents.

While it is not anticipated that the Clients will enter into agreements (“side letters”) with certain
prospective or existing Investors whereby such Investors may be subject to terms and conditions
that are more advantageous than those set forth in the Offering Documents, there are instances in
which Darsana has executed side letters generally for tax, political, regulatory or similar reasons.