Senator Investment Group LP

Fees and Compensation
General. Senator is compensated, under investment management agreements, for providing
services to the Funds; disclosure of Senator’s compensation is set forth in each Fund’s offering
materials. The compensation generally includes both management fees, which are generally payable
quarterly in advance, and performance-based allocations.

Management fees and performance-based allocation terms are more favorable for investors in the
Opportunity Funds that held interests as of July 1, 2020 and for co-investment or other special
purpose investment accounts. Management fees, performance-based allocation terms and other
economic terms can vary from those described herein on a client-by-client basis.

Co-investment or other special purpose investment accounts will be subject to independently
negotiated terms, which may or may not be subject to a management fee or performance-based
compensation.

Fees and compensation paid to Senator or its affiliates by the Funds are generally deducted from
the assets of such clients. As discussed below, management fees are generally deducted on a
quarterly basis and performance compensation is generally deducted on an annual basis or, for the
SIS Fund, co-investment funds and similar clients, when disposition proceeds are distributed.

As of the date of this Brochure, the Catalyst Funds only hold internal capital of Senator’s principal
and certain employees of Senator. The principal and employees are charged their allocable portion
of the Fund’s applicable expenses but are not charged a management fee or performance allocation.
Accordingly, references to the fees and expenses payable by the “Funds” in this Item do not
currently pertain to the Catalyst Funds. Although, the fee and expense terms that will be applicable
to external investors in the Catalyst Funds are expected to be similar to the terms described herein,
such terms have yet to be determined and could differ materially from the fees and expenses
described below.

Management Fees. Management fees payable by the Funds generally range between 0.9%, and
1.5% per annum (depending on the class or tranche of equity interest in the relevant Fund).
Management fees are generally paid quarterly in advance, and are calculated on assets under
management or, with respect to the SIS Fund, on invested capital. Investors in the Funds are not
able to redeem prior to the end of each quarterly billing period.

Performance Allocation. Senator, or one of its affiliates, typically receives a performance-based
allocation ranging from between 15% to 25% (depending on the class or tranche of equity interest
in the relevant Fund, with the performance-based allocation in respect of certain classes or tranches
also subject to a hurdle) of the net realized and unrealized appreciation in the net asset value of the
Opportunity Funds above a high watermark at the end of each year, although co-investment and
other special purpose investment accounts may have lower performance-based structures. Senator
will occasionally earn transaction-related fees for services to portfolio companies, including deal
and consulting fees. These fees either offset management fees or are otherwise payable to the
applicable Fund. Similar carried interest arrangements apply to other Senator Funds, the terms of
which are set forth in the applicable offering documents or investment management agreements.

Expenses. In addition to Senator’s management fee and performance-based allocations, investors
in the Funds will indirectly bear the fees and expenses charged to the Funds. The following sets
forth various examples of the types of expenses that generally will be borne by a client or clients,
subject to the terms of such client’s governing documents, including costs, fees and expenses related
to portfolio investments or prospective investments (whether or not consummated), such as the
expenses incurred in connection with the evaluation, acquisition, holding and disposition thereof
and all third-party expenses in connection therewith (including, without limitation, brokerage
commissions, price validation, interest on, and fees and expenses arising out of, debit balances or
borrowings, dividends payable with respect to securities sold short, exchange, clearing and National
Futures Association fees, give-up and intermediation fees, clearing and settlement charges,
execution costs of digital asset exchanges, custodial fees, including costs related to security and
custody of virtual currencies and other digital assets (including costs of third-party wallet providers)
and expenses relating to technology, hardware, software or other technology to acquire digital
assets, travel expenses in connection with investment activity (including travel, meals and lodging
costs), appraisal fees, investment banking expenses and professional investigatory services,
accounting fees, consulting fees, other professional fees, due diligence expenses, fees and profit-
sharing payments due to unaffiliated advisers, sub-advisers and consultants, risk monitoring
expenses, specific expenses incurred in obtaining or maintaining systems (including without
limitation, costs and other expenses associated with systems used to prepare, facilitate or otherwise
provide assistance with regulatory filings in connection with the Funds), research-related expenses
(including news and quotation equipment and services, market data services, third party research
consultant services, data providers, analytic services and any information technology hardware,
software or other technology incorporated into the cost of obtaining such research and market data)
and other trading costs, fees and expenses relating to information technology hardware, software or
other technology (including costs of software licensing, implementation, data management and
recovery services and custom development) used to evaluate risk, facilitate valuations or otherwise
...

Types of Clients
Senator’s clients are generally Funds formed as partnerships and limited companies in U.S. and
foreign jurisdictions. The investors in the Funds include among others, U.S. and foreign-based high
net worth individuals, corporations, trusts, institutions, financial institutions, and government
entities. Although certain Funds’ minimum subscription amount range from $1 million to $5
million, the minimum may be waived in accordance with any applicable provisions in the Funds’
offering materials. Further details are available in the relevant Fund’s offering documents and
subscription agreements. As described in Item 4, Senator may also provide advisory services to co-
investment and other special purpose accounts.

Senator and/or the Funds may enter into side letters or similar agreements with certain investors
which may have the effect of establishing rights, terms or conditions (including, without limitation,
reductions in or waivers of management fees and performance-based allocations or other
preferential terms, such as access to co-investment opportunities) with respect to such investors that
are more favorable than the rights, terms and conditions established in favor other investors.

From time to time, certain firms or individuals that Senator and/or the Funds conduct business with
may invest in the Funds. There is a potential conflict of interest arising from such investments in
that Senator and/or the Funds may have an incentive to maintain or increase its level of business
with such individuals or firms as a result of these investments (e.g., services providers and
broker/dealers utilized by Senator). Senator evaluates these relationships on an ongoing basis in the
context of these investments in order to ensure that these potential conflicts of interests are
mitigated.