ExodusPoint is a Delaware limited partnership that was formed in 2017 and commenced operations in 2018. The general partner of ExodusPoint is ExodusPoint Capital Partners GP, LLC, a Delaware limited liability company. Michael Gelband and Hyung Soon Lee (the “Principals”), as the managing members and principal owners of ExodusPoint Capital Partners GP, LLC, control ExodusPoint. ExodusPoint is owned and controlled by the Principals. The investment activities of ExodusPoint are led by the Principals together with other investment professionals who assist in executing investment strategies on behalf of clients.

As of the close of business on December 31, 2019, ExodusPoint advised approximately $8.69 billion in assets under management, and $90 billion in regulatory assets under management, on a discretionary basis.

ExodusPoint provides discretionary investment advice to the following private investment funds: (i) ExodusPoint Partners Fund, LP; (ii) ExodusPoint Partners Master Fund, LP; (iii) ExodusPoint Partners International Fund, Ltd.; and (iv) ExodusPoint Partners Intermediate Fund, LP (collectively, the “Funds”). ExodusPoint Partners Fund, LP (the “Domestic Feeder Fund”) is a Delaware limited partnership formed primarily for investment by US investors. ExodusPoint Partners International Fund, Ltd. (the “Offshore Feeder Fund,” together with the Domestic Feeder Fund, the “Feeder Funds”) is an exempted company incorporated under the laws of the Cayman Islands to facilitate investment by US tax-exempt and non-US investors. ExodusPoint Partners Master Fund, LP (the “Master Fund”) is a Cayman Islands exempted limited partnership. The Offshore Feeder Fund (through ExodusPoint Partners Intermediate Fund, LP (the “Intermediate Fund”), which is also a Cayman Islands exempted limited partnership) and the Domestic Feeder Fund generally invest substantially all of their assets through the Master Fund in a “master-feeder” arrangement. However, the Domestic Feeder Fund also is permitted to make, has made and expects in the future to make investments directly or through trading subsidiaries, and the Offshore Feeder Fund through the Intermediate Fund may also make investments directly or through trading subsidiaries. In the future, ExodusPoint may form other feeder funds to invest directly or indirectly in the Master Fund.

In addition to the Funds, ExodusPoint is also the investment manager of ExodusPoint Management Investors International, Ltd., which invests into the Offshore Feeder Fund; ExodusPoint Management Investors, LLC, which invests into the Domestic Feeder Fund (together, the “Employee Vehicles”); and certain trading subsidiaries of the Master Fund. The Principals as well as ExodusPoint employees, their family members and their related estate planning vehicles, have made or are expected to make investments into the Employee Vehicles. The Employee Vehicles may be deemed to be “clients” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). ExodusPoint Partners GP, LLC (the “General Partner”), a limited liability company formed under the laws of the State of Delaware, serves as the general partner of the Domestic Feeder Fund, the Intermediate Fund and the Master Fund, and is expected to serve as the general partner to any other feeder funds that may be formed to invest in the Master Fund. The General Partner is generally responsible for the management of the Domestic Feeder Fund, the Intermediate Fund and the Master Fund but has delegated certain administrative duties to an administrator and management of the Domestic Feeder Fund’s, the Intermediate Fund’s and the Master Fund’s investment program to ExodusPoint. The General Partner is owned directly or indirectly by the Principals, their estate planning vehicles and other vehicles formed for the benefit of certain of the Principals’ family members controlled by the Principals. The Principals control the General Partner.

In providing services to the Funds, ExodusPoint, among other things: (i) manages the Funds’ assets in accordance with the terms of the applicable governing documents; (ii) directs and manages the investment and reinvestment of the Funds’ assets; and (iii) provides periodic reports to investors. ExodusPoint provides investment advice directly to the Funds and not individually to the Funds’ investors. ExodusPoint does not participate in wrap fee programs.

The Funds’ investment objective is to consistently generate attractive, risk-adjusted returns in all market environments and to preserve investor capital. ExodusPoint seeks to achieve the Funds’ investment objective by allocating substantially all of the assets of the Funds to the discretionary investment authority of a number of portfolio managers and their investment teams (together with Third-Party Managers (as defined below), “Portfolio Managers”) that employ a wide range of investment strategies including (but not limited to): systematic and quantitative strategies, relative value fixed income, credit, event-driven, fundamental long/short equity and global macro. ExodusPoint has complete discretion to select and allocate capital among investment strategies and Portfolio Managers and may cause the Funds to invest in any additional investment strategies not listed above in its own discretion.

In addition to Portfolio Managers employed directly by ExodusPoint, ExodusPoint is permitted to and has allocated a portion of the Funds’ capital to third-party portfolio managers that are not employees and/or are operated independently of ExodusPoint (each, along with its affiliates, a “Third-Party Manager”) or to commingled or dedicated investment accounts or vehicles managed by Third-Party Managers. Third-Party Managers may manage capital on behalf of the Funds on an exclusive basis or may manage the Funds’ capital in addition to managing other investor capital or client accounts. ExodusPoint currently has engaged certain Third-Party Managers to manage a portion of the Master Fund’s capital and anticipates engaging additional Third-Party Managers in the future. ExodusPoint may economically participate in the businesses of Third- Party Managers through equity stakes or revenue sharing arrangements. Such participation would create a conflict of interest for ExodusPoint in allocating a portion of the Funds’ capital to such Third-Party Managers. ExodusPoint has formed the UK Sub-Adviser, the Jersey Sub-Adviser, the Singapore Sub- Adviser, the Japan Branch, the UK Technology Affiliate, the China Research Affiliate, the France Research Affiliate, and the Hong Kong Sub-Adviser (each as defined below) and may form one or more additional entities under common control with ExodusPoint for purposes of transacting or undertaking other investment or research activities or performing other functions in particular jurisdictions or with respect to particular strategies on behalf of the Funds or client accounts. ExodusPoint has incorporated ExodusPoint Capital Management UK, LLP (the “UK Sub- Adviser”), in the UK, which is a limited liability partnership formed under the UK Limited Liability Partnerships Act 2000. The UK Sub-Adviser is authorized to conduct regulated activities in the UK as a discretionary investment manager and is regulated by the UK Financial Conduct Authority (the “FCA”).

ExodusPoint also has incorporated ExodusPoint Capital Management Jersey, Ltd (the “Jersey Sub-Adviser”), a private company incorporated under the Companies (Jersey) Law 1991. The Jersey Financial Services Commission has approved the Jersey Sub-Adviser’s application for authorization to conduct regulated activities under the Financial Services (Jersey) Law 1998 (as amended) as a discretionary investment manager.

ExodusPoint also has incorporated ExodusPoint Capital Management Singapore, Pte. Ltd. (the “Singapore Sub-Adviser”) in Singapore, which is a private limited company. The Singapore Sub- Adviser holds a Capital Markets Services license for fund management issued by the Monetary Authority of Singapore (“MAS”).

ExodusPoint also has incorporated ExodusPoint Capital Management Hong Kong, Limited (the “Hong Kong Sub-Adviser”) in Hong Kong, which is a private company limited by shares. The Hong Kong Sub-Adviser is registered with the Securities and Futures Commission of Hong Kong to provide discretionary investment advisory services.

ExodusPoint may establish additional offices and/or affiliated entities in other jurisdictions in its sole discretion. ExodusPoint will typically hire certain employees who will work to establish such offices or affiliated entities and seek relevant approvals from local authorities prior to providing material advisory services or other regulated services in such jurisdictions.

While the Funds are ExodusPoint’s initial clients, the General Partner and ExodusPoint may sponsor, manage or advise other accounts in the form of other privately offered funds, investment vehicles or separately managed accounts. Any such additional accounts may be managed according to strategies that are similar to or materially different from the Funds and may invest alongside the Funds. Such additional accounts may hold the same or opposite positions as the Funds and may trade in advance of or contemporaneously with the Funds. Certain additional accounts may only be exposed to the strategies of certain Portfolio Managers or may be more or less heavily weighted to certain Portfolio Managers. Any such differences likely will result in differentiated performance of those accounts from that of the Funds. The trading of such other accounts may follow a substantially similar investment program as the Funds or overlap in terms of specific investments but may be structured with different expense, compensation and liquidity terms than the Funds or may afford their investors or account holders more transparency to all or a portion of their strategies, exposures or portfolios than is afforded to the investors in the Funds. The existence of such additional accounts may create conflicts of interest for ExodusPoint. ExodusPoint will develop policies and procedures designed to mitigate such conflicts. There are no limitations on the investment or trading strategies pursued or the accounts that may be managed by ExodusPoint and the Portfolio Managers. please register to get more info

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 (including pre-launch and pre-organization 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, FCMs 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, and the initial offering of the interests in the Funds (“Organizational Expenses”), 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), 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 and 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 Fund’s 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 investment vehicle through which the Principals or any other employees of ExodusPoint or ExodusPoint affiliates invest in a Fund; and (xv) the Funds’ pro rata share of such similar expenses as listed above of any trading subsidiary.

Manager Expenses Manager Expenses may include without limitation: (i) bonuses (including sign-on, supplemental, retention, discretionary and formulaic bonuses of any kind) paid to employees of ExodusPoint, including (a) bonuses paid to Portfolio Managers based on the gross investment performance of their respective portfolios net of any expenses allocated to such Portfolio Manager in ExodusPoint’s sole discretion (“PM Bonuses”), and (b) bonuses paid to non-Portfolio Manager personnel of ExodusPoint (other than the Principals) (together with PM Bonuses, “Employee Bonuses”); (ii) all expenses in connection with the Principals and all employees of the General Partner and ExodusPoint, including, all base compensation and benefits (including, but not limited to, healthcare contributions, premiums and claims, payroll, withholding and similar taxes, workers’ compensation contributions, 401(k) matching and profit sharing and similar retirement or savings plan contributions for employees and the Principals and administration fees, professional dues and professional-development related expenses, the costs of industry conferences, tuition and commuter reimbursement plans and certain employee perks); (iii) expenses relating to personnel recruiting, retention and severance arrangements of the General Partner or ExodusPoint including the hiring, on-boarding and termination of employees (such as recruitment fees and retainers paid, any internal referral payments, fees and expenses relating to participation at industry-related and professional conferences, professional organization fees, and events, certain up-front compensation, signing bonuses, relocation expenses, buy-out and retention payments payable to employees and other incentive and compensation plans and legal expenses related to hiring, counseling and terminating employees); (iv) the General Partner’s and ExodusPoint’s expenses relating to their professional service providers including legal, administrative, accounting, auditing, valuation, tax compliance and consulting expenses and fees and expenses relating to regulatory compliance matters, including costs of compliance programs, surveillance, regulatory examinations, regulatory or legal inquiries or actions and regulatory filings; (v) any insurance expenses, whether for the benefit of the Fund, the Master Fund, any trading subsidiary, the General Partner, ExodusPoint or their affiliates and employees and the Principals, including but not limited to directors and officers, errors and omissions or cyber- security policies and “key-person” life insurance which protect the Principals and certain employees and affiliates of the General Partner and ExodusPoint and employment and professional liability insurance, in each case if actually purchased; (vi) fees or expenses relating to consultants retained by the General Partner or ExodusPoint for investment and non-investment purposes, including public relations, information technology, software programming, management and other consultants retained by the General Partner or ExodusPoint to improve or further their business; (vii) communication systems expenses, including expenses relating to standard and advanced telecommunications equipment and data transmission lines, including mobile phones and other personal electronic devices and related data plans of the Principals and employees of the General Partner and ExodusPoint; (viii) expenses associated with information systems and technology (both hardware and software, as well as services) developed (including fees and expenses of third parties that assist in such development), or acquired and owned, by the General Partner or ExodusPoint or information systems and technology expenses incurred by the General Partner and ExodusPoint for their middle and back office systems, contact relationship management systems and remote working systems, their software development and business continuity and for warehousing data of the General Partner or ExodusPoint; (ix) expenses relating to ExodusPoint’s investment research, development of investment strategies, risk management services, data feeds and data services, in each case, if any; (x) expenses relating to furniture and fixtures (such as office furnishings but excluding artwork) and the rent and facilities of the General Partner and ExodusPoint (for the current or future offices established in any jurisdiction by ExodusPoint), including leasehold improvements, security deposits, fees and collateral letters of credit; (xi) investment-related travel and non-investment-related travel (including by the Principals and employees of ExodusPoint between its offices), business entertainment, meals, occupancy expenses incurred by the General Partner and ExodusPoint, including private and commercial air travel expenses (except that any private air travel will only be charged to the Funds to the extent of the cost of first class commercial airfare); (xii) the General Partner’s and ExodusPoint’s direct and indirect general operating and administrative expenses, including expenses relating to its general operating assets, the General Partner’s and ExodusPoint’s initial technological and operational buildout and other expenses borne by the Principals prior to the launch of the Funds related to the establishment and operations of ExodusPoint; (xiii) principal, interest and financing costs incurred in connection with borrowings made by the General Partner or ExodusPoint, except in respect of borrowings directly or indirectly from the Principals; (xiv) any U.S. or non-U.S. federal, state, local, employment or other taxes or other government filing fees that the General Partner or ExodusPoint is subject to, including taxes related to services provided by any current or future domestic and foreign affiliates of the General Partner or ExodusPoint; (xv) interest and penalties related to any such tax liabilities or other payment obligations (other than interest and penalties due to fraud, willful misconduct or gross negligence by ExodusPoint or current and future affiliates); (xvi) such similar expenses as listed above of any ExodusPoint affiliates, including the costs of organizing, establishing and registering any ExodusPoint affiliates in their relevant jurisdictions, as well as expenses incurred in connection with transfer pricing analyses and amounts received from the Fund in substantiating arm’s-length affiliate arrangements, and amounts used to enable such affiliates to establish appropriate capital adequacy buffers, as determined by ExodusPoint or required by non-U.S. regulators; and (xvii) any expenses associated with the wind-down of ExodusPoint and the General Partner.

Manager Expenses also include the expenses of current and future ExodusPoint affiliates established in any jurisdiction by ExodusPoint, relating to the Master Fund that are passed through, without duplication, to ExodusPoint pursuant to the terms of the applicable agreements, including expenses incurred in connection with transfer pricing analyses relating to the engagement of such ExodusPoint affiliates established in any jurisdiction, as applicable. Such entities generally receive arm’s length remuneration equal to their costs plus an additional 10% service fee on certain expenses, monthly in arrears. This remuneration will be subject to change based on review of transfer pricing guidelines in each local jurisdiction. A remuneration model of this type supports financial stability and allows these entities to build an appropriate capital buffer and comply with local transfer pricing guidelines. Remuneration of other ExodusPoint affiliates may be structured differently than the remuneration of ExodusPoint and/or these entities.

Allocations of capital made by the Master Fund to Third-Party Managers may be subject to additional expenses and fees not listed above, including management and incentive fees and allocations paid to such Third-Party Managers, bonuses paid to employees of Third-Party Managers and fund or account level expenses of funds or accounts managed by Third-Party Managers.

Pass Through Expenses are incurred directly by the Funds or by the General Partner, ExodusPoint, the Principals or employees of ExodusPoint and reimbursed by the Funds without interest. Any description in this brochure of the expenses that the Funds may bear is not exhaustive and the Funds may be subject to other Pass Through Expenses as determined by ExodusPoint in its sole discretion.

ExodusPoint generally allocates any Pass Through Expenses among the Funds, including both Fund Expenses and Manager Expenses, incurred on behalf of the Funds pro rata based on the Funds’ respective net asset values but may allocate all or a portion of specific Pass Through Expenses on a non-pro rata basis if ExodusPoint determines in good faith that such allocation would be more equitable than an allocation on a pro rata basis. The General Partner generally allocates all Pass Through Expenses charged to each of the Funds on a pro rata basis among the investors based on their respective capital account balances or net asset balances but has and in the future may allocate all or a portion of specific Pass Through Expenses on a non-pro rata basis if the General Partner determines in good faith that such allocation would be more equitable than an allocation on a pro rata basis. ExodusPoint will determine (i) the timing of charging Pass Through Expenses to the Funds, including whether to cause the Funds to pay ExodusPoint or the General Partner for estimated Pass Through Expenses before ExodusPoint or the General Partner has paid such Pass Through Expenses, and (ii) the amount of Pass Through Expenses charged to the Funds by ExodusPoint or the General Partner. ExodusPoint’s determinations will be based on a methodology that ExodusPoint, in its sole discretion, believes to be fair and equitable after considering the nature of the expense and related accounting conventions.

If ExodusPoint causes the Funds to pay ExodusPoint or the General Partner for estimated Pass Through Expenses prior to ExodusPoint’s or the General Partner’s paying such Pass Through Expenses, ExodusPoint or the General Partner, as applicable, generally will pay such expenses promptly when due. To the extent ExodusPoint charges the Funds Pass Through Expenses for anticipated expense items that are cancelled or forfeited (such as Employee Bonuses), ExodusPoint (or its Principals) will reallocate such amounts to offset other Pass Through Expenses as soon as practicable. ExodusPoint or the General Partner will apply any interest earned on cash balances of payments received from the Funds but not yet paid out for Pass Through Expenses to offset future Pass Through Expenses.

ExodusPoint expects that the Funds will pre-pay to ExodusPoint or the General Partner estimated Pass Through Expenses for the upcoming fiscal month. ExodusPoint also has funded and intends to fund the establishment, capitalization and maintenance of any current or future affiliated sub- advisers and to fund security deposits or collateral for letters of credit with respect to office premises of ExodusPoint and its affiliates. The Funds are permitted to reimburse ExodusPoint or the General Partner, as applicable, for such amounts or pay over such amounts directly.

Accrued Pass Through Expenses, including bonus compensation, will reduce the Funds’ net asset value and therefore, the amount of proceeds payable to an investor upon any withdrawal from the Funds. A categorized unaudited summary statement of Fund Expenses and Manager Expenses will be provided to investors on a semi-annual basis.

Although each of the General Partner and ExodusPoint believe that the terms on which it provides investment-related, research, administrative, accounting, data processing, technology and other services to the Funds (the costs of which are passed through to the Funds and ultimately the investors) are fair, the arrangements among ExodusPoint, the General Partner and the Funds involve inherent conflicts of interest. Please refer to the Funds’ governing documents for a detailed description of conflicts of interest related to the determination and allocation of Pass Through Expenses. ExodusPoint anticipates that any additional client account will be subject to fees and expenses similar to the Funds. Any such fees and expenses will be set forth in the documentation governing such client accounts. However, additional client accounts may be subject to different fee and expense structures which will result in ExodusPoint facing conflicts of interest in managing multiple client accounts and allocating expenses among them. ExodusPoint’s policies and procedures are designed to mitigate such conflicts. If ExodusPoint manages accounts in addition to the Funds, it is anticipated that certain Pass Through Expenses will be for services shared by the Funds and such accounts. ExodusPoint will allocate such Pass Through Expenses on a pro rata basis based on (i) the relative benefit that each account receives from such Pass Through Expenses, (ii) the extent of each account’s utilization of the service associated with the Pass Through Expense or (iii) the association of the Pass Through Expense with particular obligations of one or more accounts. For accounts that receive the same or similar benefits from a given Pass Through Expense, ExodusPoint anticipates that such a Pass Through Expense will be allocated among such accounts on a pro rata basis based on their relative net asset values or equivalents. However, there have been and in the future may be instances where the allocation of Pass Through Expenses among such accounts may be more appropriately made on a non-pro rata basis or specifically to a single client or account. In many instances, the allocation of Pass Through Expenses among client accounts will involve the subjective judgment of ExodusPoint in determining whether and to what extent the Funds and/or other accounts benefit from certain Pass Through Expenses. ExodusPoint will face conflicts of interest in making such allocation decisions (due to internal investment in a particular account, differing performance compensation rates between accounts, differing expense structures between accounts or other reasons) and there may be alternative allocations of Pass Through Expenses that would also be reasonable. Allocations of Pass Through Expenses will be based upon assumptions and estimates made by ExodusPoint, which may result in differing allocations of Pass Through Expenses than would be the case if exact figures were employed. While ExodusPoint will allocate such expenses in good faith in accordance with its expense allocation policies and procedures, there can be no assurance that any Pass Through Expense will be allocated in a particular manner.

Neither ExodusPoint nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

Service Providers

ExodusPoint identifies, reviews and engages third-party service providers (including recruiting, tax, accounting, legal and other professional services) on behalf of ExodusPoint or the Funds utilizing a number of qualitative and quantitative factors, including but not limited to quality of service, responsiveness, experience, reputation, confidentiality and cost. ExodusPoint negotiates overall service levels, terms and fees relative to such evaluative factors. There can be no assurance, however, that any particular set of terms, including fees, are at least as favorable to ExodusPoint or the Funds as another service provider may be willing to accept. Over time, ExodusPoint expects to concentrate its use of third-party service providers to a limited number that have provided excellent service, rather than to continually seek lowest cost providers. ExodusPoint does and in the future may utilize third-party service providers that are owned by or that employ friends or family members of the Principals or employees of ExodusPoint to perform recruiting and/or brokerage, investment banking, tax, accounting, legal or other professional services and does utilize third-party recruiting firms that employ friends or family members. Such service providers may benefit, directly or indirectly, from such business relationships. In each such case ExodusPoint seeks to hire such third-parties on market terms based on their merit and an evaluation of the factors noted above rather than based on any relationship that ExodusPoint personnel may have with any such service provider. Fees paid to third-party service providers will be borne by investors in the Funds as Pass Through Expenses. Employees with Familial Relationships ExodusPoint’s policies do not prohibit it from hiring employees who have familial relationships with the Principals or current employees. ExodusPoint has and may in the future hire employees who are related to the Principals or other employees. In making personnel decisions relating to such hires, ExodusPoint will be faced with conflicts of interest in terms of the hiring decision, ongoing supervision and determining such employees’ compensation which (unless determined otherwise by the Principals) is ultimately borne by investors in the Funds as a Pass Through Expense. ExodusPoint has implemented policies and procedures reasonably designed to mitigate the conflicts of interest posed by such familial relationships. please register to get more info

The General Partner will receive substantial performance-based allocations (“Profit Allocation”) if the Funds generate net capital appreciation for investors. Investors should note that (i) the fact that the Profit Allocation is allocated only in respect of net capital appreciation may create an incentive for ExodusPoint to make investments that are riskier or more speculative than would be the case if the General Partner were compensated solely based on a flat percentage of assets under management and (ii) the General Partner may receive increased allocations because the Profit Allocation is calculated on a basis that includes unrealized appreciation as well as realized gains. If the General Partner receives a Profit Allocation in any year and a capital account subsequently suffers a net loss, the General Partner will be entitled to retain any and all Profit Allocations previously allocated to it in respect of such capital account notwithstanding such net loss.

The General Partner anticipates waiving or reducing the Profit Allocation only for employees of ExodusPoint, their family members and their estate planning or charitable vehicles.

The Funds managed by ExodusPoint have and in the future may issue interests in different classes, tranches or series (collectively, “Series”), subject to different terms and conditions of investment. Different Series are and in the future may be subject to different Profit Allocation rates and other terms. Such Series and the corresponding Profit Allocation rates are described in the relevant governing documents. Please refer to the Funds’ governing documents for a more detailed description of Profit Allocations. ExodusPoint currently does not, but may in the future, advise other client accounts that may be subject to different fees than the Funds. Performance-based allocations or incentive fees on separately managed accounts or other funds may be negotiated on a case-by-case basis. Such performance-based fees will be described in the relevant documents for such other accounts. ExodusPoint or its affiliates may also manage funds or accounts which do not pay performance- based compensation to ExodusPoint but rather pay only an asset-based fee. In such event, ExodusPoint will have an incentive to favor funds and accounts which pay performance-based fees over funds and accounts which do not pay performance-based fees. ExodusPoint’s policies and procedures, including trade allocation policies, are designed to mitigate such conflicts. Finally, each Fund will be audited by PricewaterhouseCoopers LLP, which will perform, as part of its audit, valuation testing on certain Fund assets and expense testing in connection with issuing the relevant audit opinion. please register to get more info

ExodusPoint provides investment advisory services to the Funds. Investment advice is provided directly to the Funds and not individually to the investors. 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. please register to get more info

Loss
Investment Strategies The investment objective of the Funds is to consistently generate attractive, risk-adjusted returns in all market environments and to preserve investor capital. ExodusPoint seeks to achieve the investment objective of the Funds by allocating substantially all of the assets of the Funds to the discretionary investment authority of a number of Portfolio Managers that employ a wide range of investment strategies including (but not limited to): systematic and quantitative strategies, relative value fixed income, credit, event-driven, fundamental long/short equity and global macro. ExodusPoint has complete discretion to select and allocate capital among investment strategies and Portfolio Managers and may cause the Funds to invest in any additional investment strategies not listed above in its own discretion. For example, the Funds may invest in merger arbitrage, distressed credit, convertible arbitrage, structured credit and other related investment strategies. Details regarding investment and other risks related to an investment in the Funds are set forth in the Funds’ governing documents.

The Funds may invest in all manner of financial instruments, including (but not limited to) equities, preferred stocks, warrants, fixed income instruments, any currency or any contract for future or forward delivery of any security, commodity or currency, any contract (including notional principal contracts) based on any security, securities or currency index or group of securities or currencies, any option on any contracts referred to herein, any derivatives of any of the securities referred to herein (including without limitation swaps relating thereto and foreign exchange derivatives), any evidence of indebtedness, private placement and securities purchase agreements, shareholders’ agreements, credit-related instruments, credit default swaps, collateralized loan obligations, credit derivatives of all types, bespoke loan securitizations, mineral interests, exchange-traded funds, exchange-traded notes, master limited partnerships, royalty trusts, mortgage securities, mortgage loans and REITs, repurchase agreements, reverse repurchase agreements, securities lending and hypothecation agreements, counterparty agreements, all other forms of investment, financial and commercial agreements, contracts and undertakings, bespoke and index tranched and untranched credit products, synthetic instruments and instruments accessing related indices and bespoke indices, and any other such instrument to effectuate its investment strategies. The Funds invest on both a cash and synthetic basis and take short positions for both speculative and hedging purposes. ExodusPoint causes the Funds to incur substantial leverage in executing the investment program through both cash and synthetic borrowings, margin financing and any leverage embedded in any instrument or derivative that is held by the Funds. ExodusPoint anticipates that any additional client accounts may implement all or certain of the strategies that it implements on behalf of the Funds, although ExodusPoint may develop new strategies that are implemented on behalf of additional client accounts but are not implemented on behalf of the Funds. Risk Management As part of ExodusPoint’s risk management program, as appropriate, it intends to subject each Portfolio Manager to specific guidelines regarding net market exposure, position size, geography, market capitalization, liquidity and the overall investment universe with respect of his or her portfolio. Portfolio Managers are generally subject to additional limitations on drawdowns and concentrations. Such guidelines and limitations may evolve over time in ExodusPoint’s sole discretion based on ExodusPoint’s view of market conditions, the Funds’ overall portfolio and the Portfolio Manager’s past or potential performance. ExodusPoint uses proprietary and third- party systems to monitor risk data on an ongoing basis on both a Portfolio Manager portfolio level and on a Fund-wide basis.

Risks

ExodusPoint’s clients consist of private investment funds. Acquiring an interest in a private investment fund involves a number of risks, including complete loss of investment. Such investments are speculative and not intended as a complete investment program. They are designed for sophisticated investors who fully understand and are capable of bearing the risk of loss of their investment. ExodusPoint makes no guarantee or representation that the Funds will achieve their investment objective or that investors in the Funds will not experience a loss of their capital.

The investment strategies used on behalf of the Funds entail substantial risks, including, but not limited to, those listed below. Further risk factors are listed in the confidential governing documents of the Funds. ExodusPoint anticipates that any additional client accounts that it manages will be subject to some or all of the risks set forth below.

General Risks

Financing Arrangements; Availability of Credit. ExodusPoint’s use of substantial leverage on behalf of the Funds depends on the availability of credit in order to finance the portfolio. There can be no assurance that the Funds will be able to maintain adequate financing arrangements under all market circumstances. As a general matter, the banks and dealers that provide financing to the Funds can apply essentially discretionary margin, haircut, financing, security and collateral valuation policies. Changes by banks and dealers in such policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or governmental, regulatory or judicial action, may result in margin calls, loss of financing, forced liquidation of positions at disadvantageous prices, termination of swap and repurchase agreements and cross defaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. The imposition of such limitations or restrictions could compel the Funds to liquidate all or part of the portfolio at disadvantageous prices. No Formal Diversification Requirements. While ExodusPoint implements a general risk management framework, it is not restricted as to the percentage of the Funds’ assets that may be invested with any Portfolio Manager or in any particular country, asset class, issuer, instrument, market or strategy. The governing agreements of the Funds, as well as the investment management agreement between ExodusPoint and the Funds, do not impose any formal fixed requirements for diversifying the Funds’ portfolios among countries, asset classes, issuers, instruments, markets or strategies. ExodusPoint has full discretion to allocate capital among strategies and Portfolio Managers and may determine to concentrate such capital in particular strategies or with Portfolio Managers from time to time or not allocate capital to particular strategies or Portfolio Managers. At any time, a significant portion of the Funds’ returns may be generated by a limited number of Portfolio Managers. The Portfolio Managers themselves may implement highly concentrated investment strategies. Such investment concentrations may increase volatility and cause the Funds to incur greater losses than would be the case if a Portfolio Manager implemented a more diversified portfolio. Even when ExodusPoint is seeking to diversify the Funds’ portfolio, certain risks may be correlated in unanticipated ways, resulting in unintended risk exposures. No Material Limitations on Strategies. There are no substantive limitations on the strategies that may be employed on behalf of the Funds. ExodusPoint will opportunistically implement whatever strategies it believes from time to time may be best suited to prevailing market conditions and to ExodusPoint’s investment approach, expertise and personnel. Such strategies may involve higher levels of risk than the ones discussed herein. There can be no assurance that ExodusPoint will be successful in applying any strategy to the Funds’ investing.

Evolving and New Investment Strategies. ExodusPoint’s strategies are expected to evolve. ExodusPoint is not restricted from using the Funds’ capital to develop or incubate new strategies or hire additional Portfolio Managers that utilize different strategies, even if ExodusPoint or the relevant Portfolio Manager has limited experience in the type of strategy or in the markets or instruments involved. The approaches and strategies developed by ExodusPoint and the Portfolio Managers may not be successful and the resources devoted to the implementation of new approaches or strategies may diminish the effectiveness of ExodusPoint’s or a Portfolio Manager’s implementation of established strategies.

Potential Inability to Trade, Report or Manage Risk Due to Systems Failure. The strategies implemented on behalf of the Funds are dependent to a significant degree on the proper functioning of ExodusPoint’s internal and external computer, communication and information technology systems. Further, ExodusPoint conducts its operations on behalf of the Funds in numerous offices around the world, each of which rely upon the proper functioning of ExodusPoint’s global technology infrastructure. Accordingly, systems failures, whether due to third-party failures upon which such systems are dependent or the failure of ExodusPoint’s or a third-party’s hardware or software, could disrupt trading or make trading impossible until such failure is remedied. Any such failure, and consequential inability to trade or manage risk (even for a short time), could, in certain market conditions, cause the Funds to experience significant trading losses, to miss opportunities for profitable trading or to become exposed to particular risk exposures. Any such systems failures also could cause delays in generating reports for investors. Disruption of Business. Although the General Partner and ExodusPoint have disaster recovery plans, there can be no assurance that interruptions caused by extraordinary events outside of the control of the General Partner and ExodusPoint, including acts of God (e.g., fire, flood, earthquake, storm, hurricane, other natural disaster, pandemics or epidemics), acts of war (e.g., war, invasion, acts of foreign enemies, hostilities, insurrection, or terrorist activities, whether war is declared or not), and financial system disruptions (e.g., bankruptcy filing or operational failure by a major financial institution, including a bank, broker-dealer, clearing agent, administrator, investment manager or securities or derivatives exchange), would not have an adverse effect on the Funds or their investment program. Such disruptions could result in adverse effects on the Funds’ operations, the value of their investments and the ability of the Funds to trade their portfolios.

Cybersecurity Breaches. ExodusPoint and the Funds, like all businesses dependent on information technology systems, are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from “hacking” by other computer users, other unauthorized access and the resulting damage and disruption of hardware and software systems, loss or corruption of data, as well as misappropriation of confidential information. If a cybersecurity breach occurs, the Funds may incur substantial costs (on behalf of the Funds or ExodusPoint), including those associated with: forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, investment losses from sabotaged trading systems, identity theft; unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information, and reputational damage. Breaches in cybersecurity during the Funds’ trading could also result in investor information being hacked by foreign nations, which could result in losses to the Funds. Any such breach could expose the General Partner, ExodusPoint and the Funds to civil liability, as well as regulatory inquiry and/or action. Any such breach could also cause substantial withdrawals from the Funds. In addition, investors could be exposed to further losses as a result of unauthorized use of their personal information.

None of ExodusPoint, the General Partner or the Funds have purchased cybersecurity insurance coverage to protect ExodusPoint, the General Partner or the Funds against losses from unauthorized penetration of information technology systems, employee theft of investor and/or private information or liability for third-party vendors who mishandle information. Notwithstanding the foregoing, ExodusPoint, the General Partner or the Funds may, but have no obligation to, purchase cybersecurity insurance coverage in the future. However, there can be no guarantee that every potential loss due to cyber-attack or theft of information could be insured against, nor that the limits of any insurance policy that may be acquired would be sufficient to cover all such losses. Remote Employees. ExodusPoint permits certain employees to work remotely and such employees may be assigned to other offices of ExodusPoint. In order for employees to work remotely successfully, ExodusPoint’s technologies and other operational infrastructures must function properly. Any failure in the proper functioning of such technologies or other operational infrastructures could disrupt such remote employees’ abilities to adequately carry out their functions, which may result in losses to the Funds. Exchange Membership. In order to reduce certain transaction costs borne by the Funds, ExodusPoint has caused the Master Fund to become a member of several exchanges, including the Chicago Mercantile Exchange and the Chicago Board of Trade. ExodusPoint may apply or cause the Master Fund to apply for membership in other exchanges in the future to reduce transaction costs or for other reasons. Such memberships subject the Master Fund to exchange- specific regulations and other obligations, in addition to the associated costs of membership. Exchanges frequently revise and interpret their rules and such revisions and interpretations could materially adversely affect the Master Fund.

Market Risks Market Risks in General. The Funds’ strategies will always be subject to some dimension of market risk, including, but not limited to directional price movements, deviations from historical pricing relationships, changes in the regulatory environment, changes in market volatility, changes in credit spreads, equity prices, commodity prices, foreign exchange rates, “flights to quality” and “credit squeezes.” Price movements are influenced by many unpredictable factors, such as market sentiment, momentum, inflation rates, interest rate movements and general economic and political conditions both inside and outside the markets where the Funds will invest. The Funds’ style of alternative investing (including the use of relative value investing) may be no less speculative than traditional investing strategies. On the contrary, alternative investment strategies have from time to time incurred sudden and dramatic losses.

The particular or general types of market conditions in which the Funds may incur losses or experience unexpected performance volatility cannot be predicted, and the Funds may materially underperform other investment funds with substantially similar investment objectives and approaches. Highly Volatile Markets. The prices of certain instruments that are traded by the Funds have been subject to periods of excessive volatility in the past, and such periods can be expected to recur. While volatility can create profit opportunities for the Funds, it can also create the specific risk that historical or theoretical pricing relationships will be disrupted, and may cause what should otherwise be comparatively low risk positions to incur losses.

Effect of Speculative Position Limits. The CFTC as well as US and non-U.S. exchanges impose limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in particular futures or options. For example, the CFTC currently imposes speculative position limits on a number of agricultural commodities (e.g., corn, oats, wheat, soybeans and cotton) and the exchanges currently impose speculative position limits on many other futures and options contracts. The CFTC and the exchanges’ rules require “aggregation” of positions across multiple accounts for which a person directly or indirectly controls trading or holds a 10% or greater ownership interest, as well as the positions of any other entity with whom the person trades pursuant to an express or implied agreement. Aggregation is not done on a pro rata basis, meaning that if ExodusPoint controls or holds a 10% or greater interest in another entity or account, including other accounts controlled by the Portfolio Managers, ExodusPoint and the Funds may be required to count 100% of that entity’s futures positions in determining their own compliance with speculative position limits. Although the Funds may be able to disaggregate the futures positions of certain Portfolio Managers, there can be no assurance that each Portfolio Manager will be capable of being disaggregated. The Funds could be required to liquidate positions they hold in order to comply with position limits or may not be able to fully implement trading instructions generated by the Portfolio Managers’ trading models, in order to comply with position limits. Any such liquidation or limited implementation could result in substantial costs to the Funds. The Funds may also impose position limits that are lower than the limits imposed by the CFTC and the exchanges on certain accounts controlled by Portfolio Managers for operational reasons. Portfolio Managers may not be able to implement their investment strategies as they would absent these position limits.

MiFID II. The European Union (“EU”) Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together, “MiFID II”) governs the provision of investment services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives. MiFID II was required to be implemented in EU member states from January 3, 2018. Although the Funds are not organized in the EU, and are not authorized or regulated by any EU member state financial services regulator, certain aspects of MiFID II have had and are expected to have a direct or indirect impact on the Funds, including because the UK Sub-Adviser is deemed a MiFID firm.

MiFID II imposes certain restrictions as to the trading of shares and derivatives, which could apply to transactions made by or with the Funds. Subject to certain conditions and exceptions, the Funds may be unable to trade shares or derivatives with affected counterparties other than in accordance with MiFID II. This could affect the liquidity sources available to the Funds in respect of transactions in shares and derivatives. MiFID II also applies position limits to the size of a net position that a person can hold at all times in commodity derivatives traded on EU trading venues and in “economically equivalent” OTC derivatives.

More generally, EU regulated firms that have trading relationships with the Funds may be obliged by MiFID II to impose certain requirements on the Funds, or they may seek to do so contractually, with a view to satisfying their own compliance obligations. It is difficult to predict the full impact of MiFID II on the Funds. Prospective investors should also be aware that there have been and in the future may be costs (whether direct or indirect) of compliance with MiFID II.

European Market Infrastructure Regulation. The European Market Infrastructure Regulation (Regulation (EU) No 648/2012) (“EMIR”) entered into force on August 16, 2012. EMIR introduced certain requirements in respect of derivative contracts, which apply primarily to “financial counterparties” such as EU authorized investment firms, credit institutions, insurance companies, Undertakings for Collective Investment in Transferable Securities (“UCITS”) and alternative investment funds managed by EU authorized alternative investment fund managers (“FCs”), and “non-financial counterparties” (being an EU entity which is not a financial counterparty) (“NFCs”). EMIR’s requirements in respect of derivative contracts include: (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts, including the mandatory margining of uncleared OTC derivative contracts; and (iii) reporting and record-keeping requirements in respect of all derivative contracts. Where the Funds transact with in-scope EU counterparties, such counterparties may require the Funds to comply with certain provisions of EMIR so that the EU counterparty can fulfill its regulatory obligations and ensure that the transaction is EMIR-compliant. As a result, the Funds have become subject to additional obligations and/or costs that may not otherwise have applied.

The extent to which these requirements apply is dependent on the classification of the EU counterparties as FCs, NFCs above EMIR’s prescribed clearing threshold (NFC+s) or NFCs below EMIR’s prescribed clearing threshold (NFC-s) and the classification of the Funds if they were established in the EU. Risks Relating to the Funds’ Investment Techniques

Decentralized Capital Management. ExodusPoint employs a multi-portfolio manager strategy and each Portfolio Manager invests independently of the others. There can be no assurance that the use of a multi-portfolio manager model will not effectively result in losses by certain of the Portfolio Managers offsetting any profits achieved by others. Portfolio Managers may from time to time compete with others for the same positions. Moreover, opposite positions held by the Portfolio Managers will be economically offsetting. PM Bonuses are paid in respect of their individual performance regardless of whether their returns are offset in respect of the Funds by other Portfolio Managers’ positions or hedging performed by ExodusPoint. ExodusPoint has implemented certain risk limitations across the Funds’ entire portfolio, which may prevent individual Portfolio Managers from fully expressing their investment thesis in their portfolios.

The success of the multi-portfolio manager model is highly dependent on the ability of ExodusPoint to identify, recruit and retain talented Portfolio Managers. The market for portfolio management and investing talent is intensely competitive. As a recent entrant in a competitive market, ExodusPoint may not be successful in attracting and retaining Portfolio Managers. Identifying investment talent is inherently uncertain and a Portfolio Manager’s past performance in other environments will not necessarily be indicative of its future investment success. In addition to identifying and recruiting investment talent, the multi-portfolio manager model is also dependent on the ability of ExodusPoint to allocate capital among Portfolio Managers in a manner that will enhance returns and mitigate risks in light of anticipated market conditions. There can be no guarantee that ExodusPoint will be successful in its allocation decisions among Portfolio Managers. Leverage. The Funds generally trade and invest on a leveraged basis through borrowings from counterparties. The Funds also incur leverage that is embedded in certain derivative instruments and other investments in the portfolio. Losses incurred in respect of the Funds’ leveraged investments will be magnified in respect of the Funds’ Net Asset Value in direct proportion to the degree of leverage employed. The use of leverage may result in the forced liquidation of positions (which may otherwise have been profitable) as a result of margin or collateral calls. The Funds also incur interest expenses on the borrowings used to leverage positions. If gains earned by the Funds’ portfolio fail to cover such costs, the Funds’ Net Asset Value may decrease faster than if there had been no borrowings. The Funds are not subject to any borrowing limitations imposed by their governing documents. Model, Programming and Data Risk. The investment models and strategies (each, a “Model” and together “Models”) and risk management tools that certain of the Portfolio Managers employ are highly dependent on quantitatively-based pricing theories and valuation techniques. These Models generally seek to forecast future price changes based upon a limited number of factors and inputs. The forecasts generated by these Models may differ substantially from actual future price realizations, resulting in losses. The research and modeling process engaged in by certain Portfolio Managers is extremely complex and involves financial, economic, econometric and statistical theories, research and modeling; the results of that process must then be translated into computer code. There can be no assurance that the Models used by the Portfolio Managers on behalf of the Funds will be effective or that they will be effectively utilized by the Portfolio Managers. Moreover, there can be no assurance that the Portfolio Managers will be able to continue to develop, maintain and update the Models so as to effectively implement the Funds’ strategy.

Certain Models are highly reliant on the gathering and cleaning of large amounts of data. As such Models are heavily reliant on correct data inputs. If incorrect data is entered into a substantiated Model, the resulting valuations will be incorrect. However, even if data is input correctly, “model prices” will often differ substantially from market prices, especially for instruments with complex characteristics, such as derivative products. When Models and/or data inputs prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose the Funds to potential risks. For example, reliance on Models and/or data, may result in buying certain investments at prices that are too high, selling certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and/or data inputs may prove to be unsuccessful. Although ExodusPoint seeks to retain individuals skilled in the development and operation of necessary functions in the development of Models, data and software, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product raises the chances that the finished Model may contain an error; one or more of such errors could adversely affect the Funds’ performance.

Errors in Models, data and software (each, an “Implementation Incident”) are often extremely difficult to detect, and, in the case of Models, the difficulty of detecting Implementation Incidents may be exacerbated by the lack of design documents or specifications. Regardless of how easy their detection appears in retrospect, some Implementation Incidents may go undetected for long periods of time and some may never be detected. Finally, the Portfolio Managers will detect certain Implementation Incidents that ExodusPoint chooses, in its sole discretion, not to address or fix, and third-party software may lead to Implementation Incidents known to ExodusPoint that it chooses, in its sole discretion, not to address or fix. The degradation or impact on performance caused by these Implementation Incidents can compound over time. ExodusPoint generally will not perform a materiality analysis on the potential impact of an Implementation Incident. ExodusPoint believes that the testing and monitoring performed on Models will enable the Portfolio Managers to identify and address those Implementation Incidents that a prudent person managing a quantitative, systematic investment process would identify and address by correcting the underlying issue(s) giving rise to an Implementation Incident, however there can be no guarantee of the success of such processes. Portfolio Managers employing quantitative based strategies are expected to continuously modify, enhance and develop Models as they deem appropriate. The creation of Models (including incremental improvements to current Models) may expose the Funds to the possibility of unforeseen losses from a variety of factors, including conceptual failures and implementation failures. ExodusPoint considers any such implementation failures, such as Implementation Incidents, to be an intrinsic aspect of certain of the Portfolio Managers’ sophisticated and highly technologically dependent trading, risk management and execution techniques. Therefore, such failures are considered by ExodusPoint to be a basic cost of the creation and deployment of such strategies and as such will be borne to the Funds. ExodusPoint does not expect to disclose discovered Implementation Incidents to its investors. Furthermore, the Funds bear the risks associated with the reliance on Models, data and software including bearing all losses related to Implementation Incidents other than in relation to losses arising from ExodusPoint’s fraud, gross negligence or willful misconduct.

Algorithmic Strategies and Trading. Quantitative strategies and execution techniques cannot fully match the complexity of the financial markets and therefore sudden unanticipated changes in underlying market conditions can significantly impact their performance. Further, as market dynamics shift over time, previously highly successful strategies and execution techniques may become outdated, perhaps without a Portfolio Manager recognizing that fact before substantial losses are incurred. Even without becoming completely outdated, the effectiveness of the Models employed may decay in an unpredictable fashion for any number of reasons including, but not limited to, an increase in the amount of assets managed, the sharing of such Models with other funds or accounts managed by ExodusPoint, the use of similar strategies and execution techniques by other market participants and/or market dynamic shifts over time. Moreover, there are likely to be an increasing number of market participants who rely on strategies and execution techniques that may be similar to those used by the Portfolio Managers, which may result in a substantial number of market participants taking the same action with respect to an investment and some of these market participants may be substantially larger than the Funds. Should one or more of these other market participants begin to divest themselves of one or more positions, a “crisis correlation,” independent of any fundamentals, could occur, thereby causing the Funds to suffer material, or even total, losses. Although a Portfolio Manager may generally attempt to deploy relative value strategies, this does not mean that the Funds will not be affected by adverse market conditions similar to those described above and/or others. There can be no assurances that the models implemented will be profitable, and various market conditions may be materially less favorable to certain strategies than others. Algorithmic trading creates risks related to execution errors. The controls imposed by the Funds or by various Portfolio Managers utilizing algorithmic trading, or the controls imposed by third- party service providers engaged by the Funds, may fail or may not be effective in catching and/or preventing incorrect trades from reaching the markets. ExodusPoint has developed mechanisms to mitigate the potential risk of an execution error caused by the use of algorithmic, systematic execution modalities but such efforts do not remove the risk of such an error occurring. The Funds will bear the risks associated with the reliance on proprietary and third party algorithmic execution modalities including bearing all losses related to errors other than in relation to losses arising from ExodusPoint’s fraud, gross negligence or willful misconduct. Short Sales. The Funds sell securities short. A short sale is effected by selling a security which the Funds does not own. In order to make delivery to the buyer of a security sold short, the Funds must borrow the security. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The Funds must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. This obligation must be collateralized by a deposit of cash or marketable securities with the lender. Short selling is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. There can be no assurance that the securities necessary to cover the short position will be available for purchase by the Funds. In addition, purchasing securities to close out the short position can itself cause the price of the relevant securities to rise further, thereby increasing the loss incurred by the Funds. Furthermore, the Funds may prematurely be forced to close out a short position if a counterparty from which the Funds borrowed securities demands their return, resulting in a loss on what might otherwise have ultimately been a profitable position.

The US government and certain non-US jurisdictions have at times taken measures to impose restrictions on the ability of investors to enter into short sales, including a complete prohibition on taking short positions in respect of certain issuers. Such restrictions may negatively affect the ability of the Funds to implement their strategies. It cannot be determined how future regulations may limit the Funds’ ability to engage in short selling and how such limitations may impact the Funds’ performance.

Regulation (EU) No 236/2012 on Short Selling and Certain Aspects of Credit Default Swaps (as supplemented by Commission Delegated Regulations 918/2012, 919/2012, 826/2012 and Commission Implementing Regulation 827/2012) (the “SSR”) applies directly (i.e., without national implementation) in all member states of the EU. The SSR imposes certain private and public disclosure obligations on all natural or legal persons, irrespective of regulatory status, located inside or outside the EU, that have net short positions (as calculated in accordance with the SSR) in EU listed shares and EU sovereign debt, which reach or fall below the specified thresholds. The SSR also contains prohibitions on uncovered short sales of EU listed shares and EU sovereign debt (a short sale is “uncovered” unless the specified conditions under the SSR are met for such short sale). In addition, the SSR prohibits uncovered positions in credit default swaps (“CDS”) referencing EU sovereign debt issuers. National regulators, and in certain circumstances the European Securities and Markets Authority (“ESMA”), are able to take certain additional emergency measures (including complete bans on short-selling activities) if certain conditions are met. The SSR may prevent ExodusPoint from fully expressing negative views in relation to EU listed shares and/or EU sovereign debt and may also restrict the ability of ExodusPoint to hedge certain risks through EU sovereign CDS. Accordingly, the ability of ExodusPoint to implement the investment approach and to fulfill the investment objective of the Funds may be constrained. For the purposes of this disclosure, “EU listed shares” means shares admitted to trading on a regulated market or multilateral-trading facility (as defined in MiFID II) in the EU, unless the principal trading venue (as determined by the relevant national regulator) for the relevant shares is located in a country outside the EU; and “EU sovereign debt” means debt instruments issued by an EU sovereign issuer (which includes EU institutions, governments of EU member states and certain international institutions established by two or more EU member states). Hedging Techniques. The Portfolio Managers and ExodusPoint engage in a variety of techniques to hedge certain risks at a position, strategy or overall portfolio level. Hedging techniques involve one or more of the following risks: (i) imperfect correlation between the performance or value of the instrument and the value of the Funds’ instruments needing to be hedged; (ii) possible lack of a secondary market for closing out a position in such hedged instrument; (iii) losses resulting from interest rate, spread or other market movements not anticipated by the Portfolio Manager; (iv) the possible obligation to meet additional margin or other payment requirements, all of which could worsen the Funds’ position; and (v) default or refusal to perform on the part of the counterparty with which the Funds trades.

Use of derivatives and other techniques for hedging purposes involves certain additional risks, including (i) dependence on the ability to predict movements in the price of the securities hedged; (ii) imperfect correlation between movements in the securities on which the derivative is based and movements in the assets of the underlying portfolio; and (iii) possible impediments to effective portfolio management or the ability to meet short term obligations because of the percentage of a portfolio’s assets segregated to cover its obligations. In addition, by hedging a particular position, any potential gain from an increase in the value of such position may be limited.

Portfolio Managers and ExodusPoint may choose to hedge all or certain risks either in full, in part, or not at all, and either in respect of particular positions or in respect of the Funds’ overall portfolio. Certain risks may not be able to be effectively hedged by the Portfolio Managers or ExodusPoint. The Funds’ portfolio composition commonly results in various directional risks remaining unhedged. A Portfolio Manager or ExodusPoint may rely on diversification to control such risks to the extent that it believes it is desirable to do so but the Funds’ governing documents do not impose any such requirements.

The ability of the Funds to hedge successfully depends on the ability of the Portfolio Managers or ExodusPoint to predict pertinent market movements, which cannot be assured. The ongoing success of any hedging strategy is dependent on the ability to adjust hedges as markets or correlations change, and there can be no assurance that a Portfolio Manager or ExodusPoint will be able to make such adjustments successfully. ExodusPoint is not required to hedge and there can be no assurance that hedging transactions will be available or, even if undertaken, will be effective and not result in losses. Event Risk. The Funds engage in transactions which seek to benefit from price or spread movements driven by anticipated catalysts or events. While certain Portfolio Managers will seek to identify near- and intermediate-term catalysts which may allow for capital appreciation in such situations, such opportunities may be limited or may either fail to materialize altogether or such events may occur in an unexpected manner which is not advantageous to the Funds’ position. Such events may include earnings announcements, index changes and other activities that result in flows in investment markets. Event Driven Investing. The Funds make investments in issuers involved in, or the target of acquisition attempts or tender offers or issuers involved in work outs, liquidations, spin offs, reorganizations, asset sales, changes in control, distributions, bankruptcies and similar transactions. The Funds make certain investments in anticipation of such events. In any investment opportunity involving any such type of business enterprise, there exists the risk that the transaction in which such business enterprise is involved either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Funds of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Funds may be required to sell an investment at a loss. Event driven investing requires the investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of an issuer’s financial instruments. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by an issuer may not be valued as highly by the market as a Portfolio Manager had anticipated, resulting in losses. In addition, an issuer may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Funds of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a US federal or state or foreign regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable US federal or state securities laws; and (vii) inability to obtain adequate financing. Relative Value Strategies. The success of the Funds’ relative value investing depends on a Portfolio Manager’s ability to exploit relative mispricings among interrelated instruments. Although relative value positions are considered to have a lower risk profile than directional investments as the former attempt to exploit price differentials rather than overall price movements, relative value strategies are by no means without risk. Mispricings, even if correctly identified, may not converge within the time frame within which the Funds maintain their positions. In addition, arbitrage trades can result in significant losses if the arbitrage cannot be sustained (due, for example, to margin calls) until expiration. The Funds’ relative value strategies are subject to the risks of disruptions in historical price relationships, the restricted availability of credit and the obsolescence or inaccuracy of its or third-party valuation models. Market disruptions may also force the Funds to close out one or more positions. Such disruptions have in the past resulted in substantial losses for investment funds employing relative value strategies. In recent market conditions, the profitability of relative value investing has been materially reduced—in part due to the number of market participants seeking to exploit the same perceived mispricings and increasing correlations in the equity markets. Spread Trading Risks. A part of a Portfolio Manager’s investment strategies involves the Funds entering a transaction to realize gains from spread movements between two or more positions. To the extent the price relationships between such positions remain constant, no gain or loss on the positions may occur. In addition, such positions entail substantial risk that the price differential could change unfavorably, causing a loss to the spread position. Particularly in periods of low market volatility, such investment strategies may have materially diminished prospects for profitability. Directional Investments. Certain of the positions taken by the Funds are designed to profit from forecasting absolute price movements in a particular instrument. Predicting future prices is inherently uncertain and the losses incurred, if the market moves against a position, will often not be hedged. The speculative aspect of attempting to predict absolute price movements is generally perceived to exceed that involved in attempting to predict relative price fluctuations. Hybrid and Other Strategies. Many of the strategies which the Portfolio Managers may employ combine elements of more than one of the foregoing general strategy types or may represent a completely different strategy type. Often, in the course of implementing a particular strategy an opportunistic investment representing a different investing approach will be made. For example, in seeking to identify a relatively mispriced pair of assets, a Portfolio Manager may conclude that an asset is sufficiently overpriced or underpriced to merit taking an outright directional position. A Portfolio Manager’s approach may combine a range of different investing techniques, both implementing different strategies in different markets and combining different strategies, in the same or related markets. Reliance on Corporate Management, Financial Reporting and Third-Party Research Service Providers. Certain Portfolio Managers rely on the financial information made available by the issuers in which the Funds will invest. Certain Portfolio Managers also rely on information obtained from other third-party research service providers regarding financial, economic, business and market conditions, factors and trends. These Portfolio Managers have no ability to independently verify the financial information disseminated by the third-party research service providers and the numerous issuers in which the Funds may invest. As a result, these Portfolio Managers are generally dependent upon the integrity of both the management of these issuers and the financial reporting process in general, as well as the reliability of other research service providers. Corporate mismanagement, fraud and accounting irregularities relating to the issuers of investments held by the Funds or other errors in information sources utilized by these Portfolio Managers may result in material losses. Obsolescence Risk. If the assumptions underlying a Portfolio Manager’s Models are inaccurate or become inaccurate, or are unrealistic or become unrealistic, and are not promptly adjusted, the Funds may incur losses or may underperform. If a Portfolio Manager’s Models do not reflect certain factors, and such omission is not addressed through testing, evaluation and modification of such models, the Funds may be subject to losses. ExodusPoint will continue to test, evaluate and add new Models which may also result in the modification of existing Models from time to time. Investors will not be informed of nor will investors approve the addition, modification or removal of Models and investment strategies. There can be no assurance as to the effects (positive or negative) of any changes including additions, modifications and/or removals of Models or investment strategies on a Fund’s performance. Crowding/Convergence. There is significant competition among systematic and quantitatively focused managers, and the ability of a Portfolio Manager to implement successfully such strategies is dependent on such Portfolio Manager’s ability to employ Models that are simultaneously profitable and differentiated from those employed by other managers. If a Portfolio Manager is not able to develop sufficiently differentiated models, the Funds’ investment objective may not be met. In addition, to the extent that a Portfolio Manager’s Models come to resemble those employed by other managers, the risk that a market disruption that negatively affects predictive Models will adversely affect the Funds is increased, as such a disruption could accelerate reductions in liquidity or rapid repricing due to simultaneous trading across a number of funds in the marketplace.

Third-Party Managers. ExodusPoint is permitted to and has allocated a portion of the Funds’ capital to Third-Party Managers for investment management and anticipates allocating capital to additional Third-Party Managers in the future. Such allocations will be subject to certain risks, including fraud by any such Third-Party Manager. Through such allocations, ExodusPoint is generally dependent on the skill and abilities of such Third-Party Managers to successfully manage their respective allocations. Such allocations to Third-Party Managers may be subject to substantial limitations on liquidity and the Funds could be unable to withdraw capital from entities in which they invest for some months even after ExodusPoint has determined that the relevant Third-Party Manager operating such entity has begun to deviate from its announced investment policies and strategy. Certain entities in which the Funds are permitted to invest may suspend redemptions, especially during periods of market disruption, preventing the Funds from withdrawing and limiting the Funds’ exposure to the Third-Party Manager’s strategies.

Allocations made to Third-Party Managers are likely to be subject to substantial charges, including any expenses that are passed through to the Fund (including Third-Party Manager employee compensation and bonuses) and asset and performance based fees, which, if earned, are payable by the Funds irrespective of the overall profitability of the Funds, resulting in an additional level of expenses and a greater level of expenses than would be associated with direct investing. In addition, the risks of allocating capital among different managers apply in respect of Third-Party Managers as well. Furthermore, ExodusPoint may be unable to hedge the exposure of a Third-Party Manager, as compared to a Portfolio Manager, if ExodusPoint does not have sufficient portfolio transparency. ExodusPoint has paid and expects to pay in the future the organizational expenses (including legal expenses) of certain Third-Party Managers that initially manage the Fund’s capital on an exclusive basis and provides and expects to provide in the future, as applicable, such Third-Party Managers with operational and back office support. The costs of such services provided by the General Partner to Third-Party Managers have and could in the future result in substantial Pass Through Expenses charged to the Funds. Further, any regulatory action initiated against a Third- Party Manager to whom ExodusPoint provides operational and back office support could consume substantial amounts of ExodusPoint’s time and attention and result in additional Pass Through Expenses. Such Pass Through Expenses will offset any profits on which performance- based compensation payable by the Funds to the relevant Third-Party Manager is calculated. However, to the extent such Third-Party Manager fails to generate sufficient profits, the Funds may not recoup the entire amount paid for such organizational, operating and back office expenses. Further, the Funds do not have any economic interest in such Third-Party Managers’ businesses and thus will not benefit from any increase in the enterprise values of such businesses despite having contributed economically to the establishment of such businesses. Securities Lending. The Funds may lend securities from the portfolio to brokers, dealers and other financial institutions that need to borrow securities to complete certain transactions as a means of earning additional income. In these situations, the Funds are typically entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities, which affords the Funds an opportunity to earn interest on the amount of the loan and current income on the loaned securities themselves. However, ExodusPoint does not have the ability to vote proxies on securities that are loaned. In addition, the Funds might experience a loss if any institution with which the Funds have engaged in a portfolio loan transaction breaches its agreement with the Funds. If the borrower becomes insolvent or bankrupt, the Funds could experience delays and costs in recovering loaned securities. To the extent that, in the meantime, the value of the loaned securities declines, the Funds could experience further losses.

Distressed Securities. The Funds may invest in distressed securities. Distressed investment strategies generally involve investing in the securities and other assets of issuers in weak financial condition (perhaps having a negative net worth), experiencing poor operating results, needing substantial capital investment, facing special competitive or product obsolescence problems, or involved in various stages of bankruptcy or reorganization proceedings. Investments of this type may involve substantial financial and business risks that can result in significant or even total losses. Among the risks inherent in investments in financially troubled issuers is the fact that it is frequently difficult to obtain reliable information as to their true financial prospects. The market prices of distressed securities are subject to abrupt and erratic market movements and excessive price volatility, and the “bid-ask” spreads for such securities may be greater than normally expected. Energy-Related Investment Instruments and Markets. The Funds invest in a wide range of energy and energy-related markets including natural gas, crude and refined oil products, power, coal and emissions. The Funds may invest through physical and financial derivative instruments. The energy and energy-related markets are susceptible to significant short-term price volatility as a result of a variety of factors which are inherently unpredictable, such as weather-related events, rate and tariff regulation, government ownership of certain major market participants, geo- political changes in certain non-US regions, consumer advocacy and the investment activity of market participants. The energy markets are also subject to price volatility as a result of breakdowns in the facilities necessary to produce, refine, transport, store and deliver physical energy. Because oil and natural gas are considered important natural resources, substantial profits earned through energy-related commodities trading have attracted significant regulatory, legislative and public scrutiny and likely will continue to do so. Trading of physical energy contracts involves risks not typically present in the case of financial contract trading. The Funds may be at a competitive disadvantage to some participants in the energy markets (for example, natural gas and oil companies) that produce some of the energy products they trade. In addition, investors may be subject to US state or local tax payment obligations and filing requirements in US state and local jurisdictions where the Funds own partnership interests in physical energy or other tangible assets or are otherwise regarded as doing business. Many of such states may permit or require the Funds to file composite or group tax returns or otherwise make tax payments on behalf of each eligible non-resident investors. Credits that could offset double taxation on these tax liabilities may not be available (or may be subject to limitations) in the jurisdictions in which investors are resident or are otherwise taxable. Risks Relating to the Assets Traded Equities. The Funds’ equity investments may involve substantial risks and may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. There are no absolute restrictions in regard to the size or operating experience of the companies in which the Funds may invest. Relatively small companies may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Equity prices are directly affected by issuer specific events, as well as general market conditions. In addition, in many countries investing in common stocks is subject to heightened regulatory and self-regulatory scrutiny as compared to investing in debt or other financial instruments. Changes in the structure of the equity markets or new market participants may materially impede the Funds’ investment strategy. Risks of Investment in Small Capitalization and Mid-Capitalization Issuers. The pursuit of the Funds’ investment strategy may result in a portion of the Funds’ assets being invested in financial instruments of small-cap and mid-cap issuers. Financial instruments of small and mid-cap issuers pose certain distinctive risks. Some small and mid-cap issuers have limited product lines, markets or financial resources. They may be subject to high volatility in revenues, expenses and earnings. They may be dependent for management on one or a few key persons, and can be more susceptible to losses and risks of bankruptcy. Their financial instruments may be thinly traded (and therefore have to be sold at a discount from current market prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in financial instruments of larger-cap issuers. In addition, small and mid-cap issuers may not be well-known to the investment public and may have only limited institutional ownership. The market prices of financial instruments of small and mid-cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments and to market rumors than are the market prices of large-cap issuers. Transaction costs in financial instruments of small and mid-cap issuers may be higher than in those of large-cap issuers. Options. Trading options is highly speculative and may entail risks that are greater than investing in other securities. Prices of options are generally more volatile than prices of other securities. In trading options, the Portfolio Managers speculate on market fluctuations of securities and securities exchange indices while investing only a small percentage of the value of the securities underlying such option. A change in the market price of the underlying securities or underlying market index will cause a much greater change in the price of the option contract. In addition, to the extent that a Portfolio Manager causes the Funds to purchase options that it does not sell or exercise, the Funds will suffer the loss of the premium paid in such purchase. To the extent a Portfolio Manager causes the Funds to sell uncovered options and must deliver the underlying securities at the option price, the Funds have a theoretically unlimited risk of loss if the price of such underlying securities increases. If the Funds must buy those underlying securities, the Funds risk the loss of the difference between the market price of the underlying securities and the option price. Any gain or loss derived from the sale or exercise of an option will be reduced or increased, respectively, by the amount of the premium paid. The expenses of option investing include commissions payable on the purchase and on the exercise or sale of an option. Furthermore, the risk of nonperformance by the obligor on an option may be greater and the ease with which the Funds can dispose of such an option may be less than in the case of an exchange traded option. Portfolio Managers cause the Funds to buy or sell over-the-counter (“OTC”) options—options that are not traded on a securities exchange and are not issued or cleared by an internationally recognized clearing corporation. The risk of nonperformance by the obligor on such an option may be greater, and the ease with which the Funds can dispose of such an option may be less, than in the case of an exchange traded option issued by an internationally recognized clearing corporation. Stock Index Options. The Funds purchase and sell call and put options on stock indices listed on securities exchanges or traded in the over-the-counter market for the purpose of realizing its investment objectives or for the purpose of hedging its portfolio. A stock index fluctuates with changes in the market values of the stocks included in the index. The effectiveness of purchasing or writing stock index options for hedging purposes will depend upon the extent to which price movements in the Funds’ portfolio correlates with price movements of the stock indices selected. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether the Funds realize gains or losses from the purchase or writing of options on indices depends upon movements in the level of prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular stocks. Accordingly, successful use by the Funds of options on stock indices will be subject to a Portfolio Manager’s ability to correctly predict movements in the direction of the stock market generally or of particular industries or market segments. Exchange-Traded Funds. The Funds invest in exchange-traded funds (“ETFs”) from time to time. ETFs represent shares of ownership in either funds or unit investment trusts that hold portfolios of common stocks, bonds or other instruments, which are designed to generally correspond to the price and yield performance of an underlying index. A primary risk relating to ETFs is that the general level of stock or bond prices may decline, thus affecting the value of an equity or fixed income ETF, respectively. An ETF may also be adversely affected by the performance of the specific sector or group of industries on which it is based. Moreover, although ETFs are designed to provide investment results that generally correspond to the price and yield performance of their underlying indices, ETFs may not be able to exactly replicate the performance of the indices because of various sources of tracking error, including the expenses associated with ETFs and a number of other factors. Futures/Commodities. Trading commodities and commodity interests (e.g., futures contracts on co please register to get more info

Neither ExodusPoint nor any of its officers, directors, or employees or other management persons have been involved in any legal or disciplinary events that would require disclosure in response to this item. please register to get more info

ExodusPoint and its employees do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest.

ExodusPoint is registered as a commodity pool operator with the Commodities Futures Trading Commission (the “CFTC”) and will operate the Funds in accordance with the exemption provided by CFTC Rule 4.7.

ExodusPoint relies on an exemption from registration with the CFTC as a commodity trading advisor.

The General Partner of the Domestic Feeder Fund, the Intermediate Fund and the Master Fund is an affiliate of ExodusPoint. The General Partner is deemed by the SEC to be registered as an investment adviser and the General Partner and any persons acting on behalf of the General Partner are subject to the Advisers Act and ExodusPoint’s compliance program.

As noted above, the UK Sub-Adviser, a wholly owned subsidiary of ExodusPoint, is authorized (pursuant to a Part 4a Permission) and regulated by the FCA to conduct regulated activity in the UK as a discretionary investment manager (FCA Number: 828549). The Jersey Sub-Adviser, a wholly owned subsidiary of ExodusPoint, is authorized by the Jersey Financial Services Commission to conduct regulated activities under the Financial Services (Jersey) Law 1998 (as amended) as a discretionary investment manager. The Singapore Sub-Adviser, a wholly owned subsidiary of ExodusPoint, holds a Capital Markets Services License for fund management issued by MAS (MAS Number: CMS100783). The International Holding Company, a wholly owned subsidiary of ExodusPoint, has opened a branch in Japan, where it is registered with the Kanto Local Finance Bureau of Japan to provide investment management services. The Hong Kong Sub-Adviser, a wholly owned subsidiary of ExodusPoint, is registered with the Securities and Futures Commission of Hong Kong to provide discretionary investment advisory services. In addition, as described in Item 8 above, ExodusPoint has engaged certain Third-Party Managers. ExodusPoint and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. please register to get more info

Transactions and Personal Trading
Code of Ethics ExodusPoint has adopted a written Code of Ethics that is applicable to all employees. ExodusPoint recognizes and believes that (i) high ethical standards are essential for its success and to maintain the confidence of its clients and investors; (ii) its long-term business interests are best served by adherence to the principle that the interests of clients and investors come first; and (iii) it has a fiduciary duty to its clients and investors to act for their benefit. All ExodusPoint personnel must put the interests of clients and investors before their own personal interests and must act honestly and fairly in all respects in dealings with clients and investors. All ExodusPoint personnel must also comply with all federal securities laws. The Code of Ethics is available upon request to clients by contacting ExodusPoint at the address or telephone number listed on the first page of this document.

Participation or Interest in Client Transactions

Eligible ExodusPoint personnel may hold direct or indirect financial interests in the Employee Vehicles, which in turn invest in the Funds. Additionally, subject to the procedures generally described in “Personal Trading” below, ExodusPoint personnel may make or hold investments in some of the same investments that are held or traded by the Funds. Further, from time to time, Portfolio Managers and the members of their investment teams may be permitted to manage a portion of their own capital according to the strategies they execute on behalf of the Funds. ExodusPoint expects that such arrangements will only be permitted on a limited basis and will be subject to policies and procedures designed to mitigate any resulting conflicts of interest.

Personal Trading

Employees must pre-clear certain personal securities transactions, including but not limited to securities obtained through a private placement, before completing such transactions. ExodusPoint may deny any request to participate in a proposed transaction by an employee, particularly if the transaction may pose a conflict of interest. ExodusPoint requires preclearance for certain transactions in “Reportable Securities” as defined in the Advisers Act and imposes a minimum holding period for such approved positions. Employees are also required to provide quarterly reports regarding transactions and provide annual holdings reports in Reportable Securities. ExodusPoint maintains a restricted list of securities in which neither it nor employees are allowed to transact without preapproval from a compliance officer. The Chief Compliance Officer or General Counsel has authority to waive certain personal trading policy requirements, in accordance with applicable regulations, if such waivers would not be adverse to ExodusPoint clients. Cross Trades and Principal Transactions ExodusPoint may determine that it would be in the best interests of certain clients to transfer a security from one client to another (each, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If ExodusPoint decides to engage in a Cross Trade, ExodusPoint will determine that the trade is in the best interests of each client involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a client by ExodusPoint or its personnel, ExodusPoint will comply with the requirements of Section 206(3) of the Advisers Act.

The Master Fund may invest through trading subsidiaries whose equity is held by ExodusPoint. Such investments may be made through debt instruments with the goal of achieving favorable tax treatment for the Master Fund. It is not expected that ExodusPoint itself will materially benefit from such arrangements. please register to get more info

Brokerage

ExodusPoint is authorized to determine the broker or dealer to be used for each securities transaction on behalf of the Funds. In selecting brokers and determining commission rates, ExodusPoint complies with best price and execution requirements. In selecting the brokers for the Funds, ExodusPoint considers such factors as: price; execution capabilities, including efficiency of execution and willingness to execute difficult transactions; financial strength and stability; block trading and block positioning capabilities; reputation; infrastructure; reliability; quality of research products or services and other value-added services.

ExodusPoint pays bundled commission rates and receives research and brokerage provided by many of its executing and prime brokers (subject to applicable rules, including, to the extent applicable, MiFID II). ExodusPoint need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Commission rates are generally negotiable, and selecting brokers on the basis of considerations that are not limited to commission rates may result in higher transaction costs than would otherwise be obtainable. Brokers may provide research and brokerage services directly or by paying service providers engaged by ExodusPoint. In addition, ExodusPoint is permitted to, subject to its best execution policy, trade with certain brokers primarily in consideration of the provision of research services. In any such case ExodusPoint will determine in good faith that the amount of commissions charged is reasonable in relation to the value of the brokerage and research products or services provided by the broker. ExodusPoint has an incentive to select broker-dealers based on benefits that it receives from brokers, whether or not pursuant to soft dollar arrangements as described herein, rather than the interests of the Funds in receiving the most favorable execution. Any products or services that ExodusPoint receives from broker-dealers may be used in connection with its management of its client accounts. ExodusPoint assumes no responsibility for the actions or omissions of any broker or dealer selected by ExodusPoint in accordance with its standard of care. Soft Dollars Section 28(e) of the Exchange Act, provides a “safe harbor” to investment managers who use “soft dollars,” i.e., commissions generated by their advised accounts, to obtain investment research and brokerage services from companies that provide lawful and appropriate assistance to the manager in connection with the investment decision-making process. Conduct outside of the safe harbor afforded by Section 28(e) is subject to the traditional standards of fiduciary duty under state and federal law. ExodusPoint will only enter into arrangements under which it receives products and services in exchange for soft dollars where it reasonably believes that the arrangements fall within the safe harbor of Section 28(e). Where a product or service provided has both “eligible” uses under Section 28(e), i.e., uses related to ExodusPoint’s investment decision-making process, but also has other uses, ExodusPoint will make a reasonable allocation between the eligible and non-eligible uses and use soft dollars only for the eligible portion.

Research and brokerage services obtained through the use of commissions arising from the Funds’ trading activities and transactions may be used by ExodusPoint in its other investment activities. The Funds may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided in consideration of the soft dollars generated by the Funds’ trading. ExodusPoint is specifically authorized to, does and expects to direct brokerage to firms that provide such services.

Services constituting “research” under Section 28(e) that ExodusPoint receives in connection with the Funds’ trading may include, but are not limited to: newswire and quotation services; research reports; financial newsletters and trade journals; software used to analyze securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; economic and market information; portfolio strategy advice; industry and company comments; technical data; recommendations; information on industries, groups of securities, individual companies, political developments, legal developments affecting portfolio securities and technical market action; statistical information; accounting and legal interpretations relating to Fund transactions; credit analysis; risk measurement analysis and performance analysis. These research services are received in the form of written reports, calls and meetings with research analysts, as well as in the form of access to computer-generated data and meetings arranged with corporate and industry spokespersons, economists, academicians and/or government representatives. Products and services constituting “brokerage” under Section 28(e) that ExodusPoint may receive in connection with the Funds’ trading include, but are not limited to: services related to the execution, clearing and settlement of securities transactions and functions incidental thereto, such as connectivity services between ExodusPoint and a broker-dealer and other relevant parties such as custodians; trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; trade clearance and settlement; electronic communication of allocation instructions; routing of settlement instructions; post-trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. ExodusPoint does, but is not obligated to, enter into arrangements under which certain direct expenses of the Funds are paid with soft dollars. ExodusPoint will enter into such arrangements where it believes that it is administratively or operationally expedient to do so or where they are generally as favorable to the Funds as an arrangement under which the Funds pays for the products or services in question with cash. However, such arrangements make it more difficult for investors to evaluate the cost structure of the Funds because the costs of such products or services are not broken out separately.

In addition to any soft dollar arrangements that ExodusPoint enters into with brokers, brokers provide certain research or other products or services to all of their customers, including ExodusPoint, without being requested to do so. Similarly, brokers have and in the future may refer investors to ExodusPoint. ExodusPoint takes advantage of the products or services provided rather than producing them or paying for them from another provider. Similarly, ExodusPoint has and in the future may accept investor referrals from brokers in appropriate circumstances. In these situations ExodusPoint receives a benefit because it does not have to pay for the products or services, such as research, or because it will potentially receive additional compensation if the Funds accept new investments.

Trade Errors

Exodus Point has established order handling processes and procedures designed to reduce the likelihood of trade errors and, in its sole discretion, will determine what constitutes a trade error.

Except as described below, the Funds bear the cost of any trade errors of ExodusPoint and the Portfolio Managers with respect to its placing or executing trades for the Funds, as such errors are considered by ExodusPoint to be a cost of doing business. Pursuant to the exculpation of liability and indemnification provisions of the investment management agreement between ExodusPoint and the Funds, ExodusPoint is only obligated to reimburse the Funds for any trade error resulting from ExodusPoint’s fraud, gross negligence or willful misconduct. ExodusPoint, subject to its fiduciary obligations, will determine whether or not any loss resulting from a trade error is required to be reimbursed in accordance with such liability and exculpation provisions. Any positive trade errors will be for the benefit of the Funds. please register to get more info

Reviews ExodusPoint performs various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio. Such reviews are conducted in the ordinary course by the members of ExodusPoint’s management team, Portfolio Managers and analysts, and risk, accounting and compliance personnel. A review of a client account may also be triggered by any unusual activity or special circumstances. Reports to Investors The Funds will distribute to each investor unaudited monthly capital account statements and, within 90 days following the close of each fiscal year, an annual report containing audited financial statements of the Funds for the fiscal year then ended. The Funds provide to each investor, as applicable, tax information relating to the accounts necessary for the preparation of an investor’s US federal income tax return. ExodusPoint may distribute additional reports to investors from time to time in its sole discretion.

ExodusPoint anticipates that any additional funds and client accounts will provide similar investor reporting although the actual terms of such reporting will be set forth in the governing documents of the relevant fund or client account.

The Advisory Committee and the Board of Directors

The Domestic Feeder Fund, the Intermediate Fund and the Master Fund each have an Advisory Committee composed of at least three members and the Offshore Feeder Fund has a board of directors (the “Board of Directors”). The Advisory Committee and the Board of Directors are each composed of two independent parties and a member of the management team of ExodusPoint. ExodusPoint may remove members from and appoint members to the Advisory Committee from time to time in its discretion, provided that the Advisory Committee must be composed of at least three members and a majority of the members must be independent of ExodusPoint. The Advisory Committee and the Board of Directors are responsible for approving, on behalf of the investors and the relevant Funds, any principal transactions for which client consent is required pursuant to Section 206(3) of the Advisers Act or any other conflicted matters between the Domestic Feeder Fund, the Intermediate Fund, the Offshore Feeder Fund or the Master Fund, on the one hand, and ExodusPoint or its affiliates, on the other hand, which are presented to the Advisory Committee or the Board of Directors, as applicable, by ExodusPoint in its sole discretion. For the avoidance of doubt, any affiliated Director or Advisory Committee member, as applicable, will recuse himself or herself from any votes and/or determinations regarding a conflict involving ExodusPoint. The Advisory Committee and the Board of Directors have the authority to approve, ratify or consent to (or, in certain cases where required by the Advisers Act, revoke approval for) matters on behalf of the investors in the Funds for purposes of the Advisers Act or otherwise. The Advisory Committee will meet at such times as ExodusPoint or the General Partner may determine. Please refer to the Funds’ offering documents for additional information regarding the Advisory Committee and the Board of Directors. please register to get more info

ExodusPoint does not currently engage solicitors or placement agents to market the Funds, but may do so in the future. ExodusPoint effects securities transactions through a number of broker-dealers. By virtue of its conducting business with broker-dealers, ExodusPoint may receive certain economic benefits from such broker-dealers which would not be received if it did not transact through the broker- dealers. These benefits may include, but are not limited to: access to an electronic communication network for order entry and account information; receipt of proprietary research; and participation in broker-dealer sponsored research and capital introduction services. ExodusPoint understands that the benefits received through its relationship with the broker-dealers (including its prime brokers) generally do not depend upon the amount of transactions directed to, or amount of assets custodied by, the broker-dealers. please register to get more info

With the exception of any investments in “privately offered securities,” per Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), all Fund assets will be held in custody by unaffiliated broker-dealers or banks acting in the capacity as “qualified custodians.”

Notwithstanding the foregoing, the General Partner’s role as general partner to the Funds enables ExodusPoint’s personnel to access Fund assets, and ExodusPoint has developed procedures that ensure the safeguarding and protection of the assets. Such procedures include among other things, the separation of functions and dual signatory approvals for the movement of the Funds’ capital.

The Funds are subject to an annual audit and the audited financial statements are distributed to each Investor. The audited financial statements are prepared in accordance with generally accepted accounting principles, are intended to be issued with an unqualified opinion, and distributed to Investors within 120 days of the Funds’ fiscal year ends in accordance with the Custody Rule. ExodusPoint anticipates sending the audited financial statements to Investors within 90 days due to other applicable rules. please register to get more info

ExodusPoint has entered into a discretionary investment management agreement with the Domestic Feeder Fund, the Offshore Feeder Fund, the Intermediate Fund and the Master Fund. The Employee Vehicles only invest in their respective Feeder Funds.

ExodusPoint buys and sells securities and other instruments for the Funds on a discretionary basis in a manner consistent with the Funds’ investment objectives and restrictions, as set forth in the Funds’ offering documents. The Singapore Sub-Adviser, the UK Sub-Adviser, the Japan Branch, the Hong Kong Sub-Adviser and the Jersey Sub-Adviser, respectively, will maintain similar investment discretion as ExodusPoint as allocated to each such ExodusPoint sub-adviser by ExodusPoint. ExodusPoint has complete discretion to select and allocate capital among investment strategies and Portfolio Managers and may cause the Funds to invest in any additional investment strategies not listed herein in its own discretion. Strategies employed on behalf of the Funds may differ in terms of style, asset class, geography, concentration, leverage or exposure. Each Portfolio Manager has full discretion to manage capital allocated to it within investment and risk guidelines agreed to in advance by ExodusPoint and the Portfolio Manager. The Funds may retain a significant amount of cash or cash equivalents for hedging or risk management purposes or to preserve future investment opportunities. ExodusPoint anticipates that it will have similar investment discretion over any additional client accounts that it manages. please register to get more info

ExodusPoint generally does not vote proxies and instead votes proxies only when the Portfolio Managers employed by ExodusPoint determine that it would be in the Funds’ best interest to do so. In such cases, ExodusPoint’s Compliance Department will review proxy voting determinations before proxy votes are cast. Generally, ExodusPoint will not vote proxies for high turnover portfolios that are not concentrated or where it would be costly or impractical to vote proxies or where ExodusPoint deems it unnecessary or unwarranted for any other reason.

ExodusPoint has developed written policies and procedures governing its activities in this area. When voting client proxies, ExodusPoint seeks to vote in the interest of maximizing shareholder value. In addition, ExodusPoint maintains a record of all proxy votes cast on behalf of the Funds. If a material conflict of interest over proxy voting arises between ExodusPoint and the Funds, ExodusPoint will notify the Advisory Committee or the Board of Directors, as applicable, of the Funds of the conflict and request that the Advisory Committee or the Board of Directors, as applicable, consent to ExodusPoint’s intended response to the proxy solicitation. If the Advisory Committee or the Board of Directors, as applicable, consent to ExodusPoint’s intended response, or fail to respond to the notice within a reasonable period of time, ExodusPoint will vote the proxy as described in ExodusPoint’s policies and procedures. If the Advisory Committee or the Board of Directors, as applicable, object to ExodusPoint’s intended response, ExodusPoint will vote the proxy as directed by the Advisory Committee or the Board of Directors, as applicable. Investors may contact ExodusPoint for a copy of the policy or information with respect to a specific client proxy vote. ExodusPoint may retain a third-party proxy advisory service on behalf of the Funds. With respect to class actions, it is generally ExodusPoint’s policy to participate in recoveries related to securities and antitrust class actions and to file the necessary claim forms on behalf of the Funds. ExodusPoint has engaged a third party that monitors and files for any class action recoveries. please register to get more info

ExodusPoint has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. please register to get more info