ExodusPoint Capital Management LP

Item 5: Fees and Compensation
The General Partner is entitled to performance-based compensation with respect to the Funds, as
further discussed in Item 6 “Performance-Based Fees and Side-by-Side Management” below.

The Funds employ an expense-based pass-through model and do not pay a management fee or
any other asset-based fee to ExodusPoint or any ExodusPoint affiliates. Rather, each investor
(including each investor in the Employee Vehicles) is generally subject to its pro rata share of
pass through expenses (“Pass Through Expenses”) as further described below.

As a general matter, Pass Through Expenses include (i) all transaction and financing expenses
relating to the Funds’ investment program, (ii) all organizational, offering and operating expenses
of the Funds, (iii) any extraordinary expenses of the Funds (including indemnification expenses
and legal claims) (the expenses in clauses (i), (ii) and (iii), collectively, “Fund Expenses”) and
(iv) reimbursement of the General Partner’s and ExodusPoint’s respective operating expenses,
including but not limited to pre-organization expenses, employee base salaries, benefits, retention
payments and bonus compensation (“Manager Expenses”). There is no limit on the amount of
Pass Through Expenses that may be charged to the Funds which are expected to be substantial
over time.

Fund Expenses

More specifically, Fund Expenses may include without limitation: (i) the Funds’ trading related
expenses, such as brokerage commissions, financing, interest and borrowing fees and expenses,
mark-ups, securities lending fees and expenses, exchange fees and clearing fees, all fees and
expenses related to the trading of derivatives, all fees and expenses paid to prime brokers, foreign
exchange prime brokers, futures commission merchants and other counterparties, the costs
implicit in repurchase and reverse repurchase agreements and all other fees or expenses related
to the Funds’ trading and investment activities, including net management and incentive fees and
allocations of any kind paid to Third-Party Managers or the expenses of investment accounts or
vehicles managed by Third-Party Managers or management fees paid to ExodusPoint affiliates
(100% of any management fees paid to ExodusPoint affiliates will offset other Pass Through
Expenses); (ii) all costs and expenses related to the organization of the Funds and the Employee
Vehicles, as well as all costs and expenses related to the organization of any trading subsidiary;
(iii) the Funds’ professional expenses, including legal, administrative, accounting, auditing,
valuation, tax and regulatory compliance, and consulting expenses (including the fees paid to the
administrator, accountants, auditors and other service providers, which are compensated for their
services at market rates pursuant to the terms of their relevant engagements), the fees and
expenses (including insurance expenses) of the members of the Domestic Feeder Fund’s, the
Intermediate Fund’s and the Master Fund’s Advisory Committee, including in connection with
meetings and votes thereof, the fees and expenses (including insurance expenses) of the Offshore
Feeder Fund’s board of directors, consulting fees and costs and expenses relating to regulatory
and tax compliance, including costs of regulatory filings relating to the Funds (including, but not
limited to, Form ADV, Form 13D, Form 13F, Form 13G, Form 13H, Form CPO-PQR, Form PF
and any similar forms in US and non-US jurisdictions and additional regulatory filings that may
be required in the future); (iv) expenses relating to the marketing, offering and sale of interests
in the Funds, including the fees and expenses of the legal counsel of ExodusPoint relating to the
Funds’ offering and governing documents, agreements with investors and other legal agreements,
as well as the ongoing investor relations and investor servicing and reporting expenses; (v) any
fees or expenses charged by proxy voting, class action recovery and monitoring or tax
reclamation service providers on behalf of the Funds; (vi) taxes and duties imposed on the Funds
or payable in any jurisdiction in connection with the Funds’ investing and trading activities or
operations as determined by the General Partner, including all expenses incurred by the General
Partner (or its designee) in its capacity as “partnership representative;” (vii) all of the expenses
and/or liabilities incurred in connection with or arising out of the Funds’, the General Partner’s
or ExodusPoint’s activities, including bank fees, indemnification, litigation, arbitration, dispute
settlement or other extraordinary or non-recurring expenses; (viii) all fees and expenses incurred
in connection with the maintenance of the Funds’ legal existence including all fees, costs,
expenses, taxes or other governmental charges; (ix) all expenses associated with holding any
meetings of investors or implementing other investor voting or consent procedures; (x) all costs
and expenses related to any exchange membership held by or for the benefit of the Master Fund,
and all related expenses, including any legal or other third-party fees and expenses incurred in
obtaining or maintaining such memberships; (xi) third-party expenses relating to investment
research or development of investment strategies, including research grants, along with data
feeds and data, risk management, quotation and news services provided by third parties; (xii)
license fees for information systems and technology, including for trading systems, compliance
and trade surveillance systems, order management systems, risk management systems, investor

reporting and data warehousing; (xiii) all expenses associated with the liquidation and wind-
down of the Funds and any trading subsidiaries, including the formation and operation of any
liquidating trusts or accounts; (xiv) such similar expenses as listed above of any dedicated
...

Item 7: Types of Clients
ExodusPoint provides investment advisory services to the Funds. Investment advice is provided
directly to the Funds and not individually to the investors in the Funds. Investors in the Funds
and other client accounts include, but are not limited to, one or more of the following: high net
worth individuals, family offices, fund of hedge funds, endowments, foundations, trusts,
charitable organizations, pension plans, sovereign wealth funds and corporate or business
entities.

Details concerning applicable investor suitability criteria are set forth in the respective Funds’
governing documents and subscription materials. The minimum investment for an investor is
outlined in the respective Funds’ governing documents but is generally $5 million. However,
ExodusPoint and/or the General Partner maintain discretion to accept less than the minimum
investment threshold.

Certain of the Funds admit only investors that are “accredited investors” within the meaning set
forth in Regulation D under the Securities Act of 1933 and “qualified purchasers” or
“knowledgeable employees” as defined in Section 2(a)(51) of the Investment Company Act.
Certain other Funds require investors to meet certain suitability qualifications, such as being (i)
non-“United States persons” and (ii) tax-exempt US investors that are both (A) “accredited
investors” under SEC Regulation D of the Securities Act of 1933 and (B) “qualified purchasers,”
as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended. It is
anticipated that any future pooled investment vehicle managed by ExodusPoint will have similar
eligibility standards as the Funds. Also, it is anticipated that any of ExodusPoint’s separately
managed account clients will also be “qualified purchasers.”

Agreements with Investors

The Funds, the General Partner and/or ExodusPoint have and in the future may enter into
agreements with certain investors in the Funds that provide for terms of investment that are more
favorable to or otherwise different from the terms described in the governing documents. Such
terms may include: the provision of additional information or reports, more favorable transfer
rights among affiliated investors or undertakings designed to address legal, regulatory or other
internal policy considerations relevant to such investor. However, to date, such terms have not
included profit allocation, fee or liquidity terms that are preferential (taken as a whole) to the
terms described in the Funds’ governing documents. No such agreement will necessarily entitle
any other investor to the same terms of investment, nor will any other investor have any recourse
against the Funds, the General Partner, ExodusPoint and/or any of their affiliates in the event that
certain investors receive additional and/or different rights and/or terms as a result of such
arrangements.