Soroban Capital Partners LP

Item 5   Fees and Compensation

 Asset Based Compensation
 The Adviser is paid a quarterly asset based investment management fee in advance equal to between 0% per annum
 and 1.5% per annum based on the value of the Funds as of the first day of each calendar quarter (and any portion
 relating to “Private Investments”, as such term is further described in the applicable Funds’ offering memoranda,
 is valued at the lower of (i) fair value and (ii) initial cost)(the “Management Fee”). In one series of the applicable
 Fund, the Management Fee is discounted for any investment equal to or greater than $2 billion, such that for any
 amount exceeding $1 billion of such investment the Management Fee is discounted by 0.50% per annum. The
 Management Fee is prorated for any period less than a full quarter. The Adviser receives the Management Fee
 each quarter by instructing each Fund’s custodian to deduct the Management Fee from the Fund’s account.
 In certain circumstances, the Management Fee may be waived or reduced for a Fund investor.
 Performance Based Compensation
 For some Funds, an affiliate of the Adviser may be paid annual performance-based compensation, which is
 compensation that is based on a share of capital appreciation of the assets of a Fund. This performance-based
 compensation is between 17% and 30% and is subject to a “high water mark,” as described in the applicable Funds’
 offering memoranda; sometimes the annual performance-based compensation is subject to a “hurdle” as well, as
 described in the applicable Funds’ offering memoranda. For other Funds, the Adviser may be paid a tiered incentive
 fee which is computed by measuring “outperformance” against a benchmark (which for certain Funds is the MSCI
 ACWI Index, for certain other Funds is the MSCI ACWI Index multiplied by .75, and for certain other Funds will
 be the MSCI All Country World Index (ACWI) Net Total Return (i.e., Bloomberg Ticker: M1WD); sometimes the
 incentive fee may be as high as 35% (taken on certain levels of “outperformance” generated against the
 aforementioned benchmark), as described in the applicable Funds’ offering memoranda. The performance-based
 compensation terms relating to Funds making Private Investments are similar to those offered by the other Funds
 the Adviser manages, subject to certain differences related to Private Investments and accounting conventions
 related to Private Investments.
 In certain circumstances, the performance-based compensation may be waived or reduced for a Fund investor.
 In addition to paying investment management fees and performance-based fees, Client accounts will also be subject
 to other investment expenses, including but not limited to, custodial charges, brokerage fees, commissions and
 related costs; interest expenses; taxes, duties and other governmental charges; transfer and registration fees or
 similar expenses; costs associated with foreign exchange transactions; other portfolio expenses; legal expenses
 (including class action recovery service providers); administration, accounting, audit and tax preparation expenses;
 directors and officers and errors and omissions insurance; and organizational expenses. In addition, Clients will
 incur brokerage and other transaction costs. Notwithstanding the fact that for certain Funds the Adviser otherwise
 bears the cost of certain research-related expenses, in connection with researching specific transactions, investments
 or asset types, the Adviser may engage third-party consultants, accountants, attorneys or other experts, thereby
 incurring initial and ongoing specialized research, due diligence and monitoring related expenses. Such specialized
 research will be borne by the relevant Fund. Funds participating in Private Investments also bear expenses incurred
 in connection with the evaluating, sourcing, structuring, financing, acquisition, disposition, operating, holding,
 carrying or valuing of any Private Investment, including any “broken deal expenses” and expenses incurred in
 connection with co-investments. Clients will also bear the cost of research paid for with Client brokerage
 commissions in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
 Act”). Client assets are generally invested in a master-feeder structure, with the exception of certain feeder funds
 which make Private Investments directly in addition to their investments in a master fund. Feeder funds bear a pro
 rata share of the expenses associated with investments in the related master fund. Please refer to Item 12 of this
 Brochure for a discussion of the Adviser’s brokerage practices.
 Certain Funds will also bear all distribution and marketing expenses and all expenses in connection with the
 ongoing offering of the interests, including the cost of producing, updating and distributing offering memoranda
 and other marketing materials; research-related expenses; external investor-related reporting data bases; and
 compensation that may be paid to a group of certain key industry leaders (the “Senior Advisors”) to consult with

from time to time to gain greater insight and refine its analysis on industry developments, macro trends and specific
sectors, industries or issuers, which would include fees that could be linked to the success of such Funds or
individual investments of such Funds (and could be material); reimbursement of the Senior Advisors for all
reasonable, appropriate, or necessary travel (which could include private airfare not in excess of the equivalent cost
of business class airfare, from time to time) and other out-of-pocket expenses incurred by Senior Advisors, if any,
in the performance of their services; expenses incurred in connection with co-investments as described in the
applicable Funds’ offering memoranda (including in the case of co-investments that are not consummated); such
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Item 7       Types of Clients

 The Adviser’s Clients consist of private funds that are pooled investment vehicles intended for sophisticated
 investors and institutional investors. Initial and additional subscription minimums are disclosed in each respective
 Fund’s offering memorandum.