LUMINUS MANAGEMENT LLC

Luminus Management, LLC (“Luminus”, the “Company” or the “Management Company”) is a limited liability company based in Houston, TX and was founded in 2002 for the purpose of managing assets on a discretionary basis on behalf of private pooled investment vehicles. Luminus is wholly owned by Luminus Management GP, LLC. Jonathan Barrett is the principal owner and Managing Member of Luminus Management GP, LLC. Mr. Barrett is also the Chief Executive Officer and Chief Investment Officer of Luminus. Luminus presently provides investment advisory services to Luminus Energy Partners Master Fund, Ltd., Luminus Energy Partners QP, LP, Luminus Energy Itineris, LP, and Luminus Energy Partners, Ltd. (the “Energy Partners Funds”); and Luminus Capital Partners Onshore, LP, Luminus Capital Partners Offshore, Ltd., and Luminus Capital Partners Master Fund, LP (the “Capital Partners Funds” and collectively with the Energy Partners Funds, the “Funds”). It should be noted that the Funds are each continuing to work towards a plan of liquidation and as a result, the Funds no longer accept investor subscriptions. As noted in Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss, Luminus expects that each Fund will be fully liquidated in one to three years. Luminus also serves as the sub-advisor to the Iris TIME Fund, L.P. (the “Iris TIME Fund” and along with the Funds, “Clients”). The investment advisor is a related person, Iris Capital Group LLC (“Iris”). Refer to Item 10 – “Other Financial Industry Activities and Affiliations” below for further details regarding Iris. Luminus does not intend to offer sub-advisory services to additional funds or separately managed accounts in future. Investment in the Funds is limited to investors that meet certain financial sophistication requirements. Investors in the Funds must be (i) “accredited investors” within the meaning of Regulation D under the Securities Act of 1933, as amended; and (ii) “qualified purchasers” within the meaning of the Investment Company Act of 1940, as amended. Prospective investors may be required to meet additional suitability requirements. Investors considering investment in the Funds should consult with their own investment, tax and/or legal consultants prior to investing. Luminus does not provide investment advice to individual investors in the Funds. Rather, Luminus provides investment advice to the Funds. Luminus does not participate in wrap-fee programs. Luminus may advise other clients in the future, including pooled investment vehicles and separate accounts, and may provide both discretionary and non-discretionary advisory services to clients. Luminus’ investment strategies generally focus on, but are not limited to, public companies within the power, energy, utilities and related industries and sectors, and captures investment opportunities in the broader energy ecosystem. The Funds’ advisory agreements provide Luminus with discretionary investment authority and, as such, Luminus utilizes a wide range of securities and related instruments to express its investment views. Investments utilized in the management of the Funds’ portfolios include without limitation long or short positions in public equities, bonds,

notes, convertible securities, debt participations, options, warrants, derivatives, and private equities, among others. As of December 31, 2025, Luminus’ regulatory assets under management (“RAUM”) were approximately $442,810,056, all of which is on a discretionary basis. Please refer to the Funds’ private placement and offering memoranda for more detailed information regarding the topics discussed in this Brochure.

Generally, Luminus is entitled to receive a management fee of 1.35% per annum, paid monthly in advance, based on the market value of each investor’s capital account balance. Due to the anticipated plan for liquidation of the Funds, Luminus has elected to waive the management fee for certain Funds, or classes within certain Funds, that no longer are actively traded. In addition to management fees, each Fund pays a performance fee of, up to, 20% of each investor’s profits subject to a hurdle rate as described in the Funds’ governing documents. Please note that while the incentive fee is currently being accrued, as applicable, the incentive fee will not crystallize for each Fund until all Fund capital is returned to investors subsequent to the full liquidation of each Fund. For the sub-advisory services provided to the Iris TIME Fund, Luminus is also entitled to a prenegotiated fee as determined in accordance with the applicable governing and advisory agreements. Further, each Fund will bear its own costs and expenses. The Funds are responsible for fees and out-of- pocket expenses of their respective third-party administrators, consultants, service providers and prime brokers. In addition, each of the Funds will be responsible for its initial and ongoing costs and expenses associated with their operations including, but not limited to, organizational expenses, brokerage commissions, research expenses, quotation and valuation expenses, general legal expenses and legal expenses incurred for the negotiation and/or review of side letters, accounting, investment and auditing expenses, and investment-related consultants and other service provider expenses, investment-related travel costs, expenses incurred with respect to the preparation, duplication and distribution of offering documents, annual reports and other financial information, other offering expenses, other operational expenses, extraordinary expenses and the remuneration of the Board of Directors and/or Advisory Board, as applicable. The Funds may invest in money market funds and index-based investment vehicles (ETFs, iShares, SPDRs). In such cases, the Funds pay a separate layer of management, trading, and administrative expenses. The Funds will also bear their own legal expenses, compliance expenses (including the chief compliance officer), finance, operations and accounting professionals, risk management expenses and certain other back-office expenses by making payments to various third parties affiliated with Luminus who have been engaged to perform such services.

Fees and expenses are generally paid directly from the Funds’ brokerage/custodial accounts. Notwithstanding the general fee structure described above, Luminus has negotiated different fee structures with certain investors. Such negotiations and agreements are governed by separate agreements commonly referred to as “side letters”. The side letter provisions, which are not found in the Funds’ organizational or offering documents, entitle certain investors to different terms and conditions related to fees, reporting, liquidity, and notifications, among other terms. The Company reserves the right, but does not have the obligation, to negotiate or waive fees as well as other investor terms and conditions. If for any reason an investor wishes to redeem from the Funds, the investor must provide prior written notice in accordance with the terms of governing documents of the relevant Fund. The Funds do not pay Luminus’ overhead costs, such as rent, salaries and bonuses of the Luminus’ employees. These costs are borne by Luminus. However, the Funds pay certain similar costs and expenses of third parties affiliated with Luminus who provide such services to the Funds. For expenses attributable to the Iris TIME Fund, investors should refer to the relevant offering documents for a full explanation of the expenses to be incurred.

As noted in Item 4- Advisory Business, all Funds are currently working towards a plan of liquidation. As of the publishing date of this Brochure, the exact timing for full liquidation is unknown but expected to occur in one to three years. Upon the conversion of all the Funds’ assets to cash, Lunds will execute the liquidating distribution as soon as reasonable. The following represents the Fund’s Methods of Analysis, Investment Strategies and Risk of Loss prior to the plan of liquidation and as currently deployed. Luminus seeks to achieve positive investment returns for Clients by identifying inefficiencies in the power, energy, utilities and related industries and sectors. Luminus’ investment professionals have extensive backgrounds and experience analyzing operating companies specializing in power generation. Luminus’ investment professionals utilize fundamental as well as technical analysis to formulate investment decisions.

Luminus’ core strategy focuses on investments across the capital structure of publicly traded power, energy, utilities and related companies. Luminus also implements opportunistic investments in the power markets and private investments within the power, energy, utilities and related industries and sectors. Client portfolios are concentrated in companies that operate within the power, energy, utilities and related industries and sectors. Adverse performance of these sectors may negatively impact the performance of Clients’ portfolios. Certain derivative instruments utilized in the investment strategy may increase leverage, returns, risk and possibilities of rapid gains or losses as well as expose Clients to counterparty risk. As with any investment, an investment in a Fund has the possibility of loss, including the loss of principal. Clients’ investments may be in securities or investments that are considered illiquid or semiilliquid or could become illiquid or semi-illiquid in a difficult market environment. Illiquid securities may be difficult to price and/or sell in an orderly manner at prices estimated to be fair market value. Clients utilize leverage to attempt to enhance returns. The use of leverage may also magnify the possibility of loss and may cause Luminus to sell positions collateralizing leveraged positions. Risk Factors A summary of the risk factors applicable to an investment in the Funds is set forth below. An investment in the Funds will involve significant risks, including loss of the entire investment. Investors should have the financial ability and willingness to accept the risk characteristics of the Funds’ investments. Such risks include, without limitation: Past Performance of Affiliated Funds Past performance is no assurance of future returns. Accordingly, an investment in the Funds entails a high degree of risk. In addition, the past investment performance of any other fund or account managed by the Management Company, which has or has had an investment program which is similar to, or different from, the investment program of the Funds is not indicative of the results that the Funds may achieve. The Funds will have a different investment portfolio and generally will employ different investment strategies and techniques from such other funds and accounts. Accordingly, the results of the Funds are likely to be different from and are independent of the results obtained by such other funds and accounts.

Dependence on the Management Company; Investors Do Not Participate in the Management of the Funds The Management Company manages the investment program of the Funds. The success of the Funds depends upon, among other things, the ability of the Management Company to develop and successfully implement the investment program of the Funds. No assurance can be given that the Management Company will be able to do so. Decisions made by the Management Company may cause the Funds to incur losses or to miss profitable opportunities on which it may otherwise have capitalized. Investors have no right or power to participate in the day-to-day management or control of the business of the Funds, nor an opportunity to evaluate the specific strategies used, or investments made, by the Funds or the terms of any such investment. Reliance on Key Personnel All decisions with respect to the investment of the Funds’ assets will be made by the Management Company, which relies on the services of one or more key members of the investment team. As a result, the success of the Funds for the foreseeable future will depend largely upon the abilities and retention of such key member(s). In the event that such a key member terminates his or her relationship with the Management Company, dies or becomes incapacitated for any period of time, profitability of the Funds’ investments may suffer. While the investment team consists of several members, it is possible that the loss of a particular member may have a more significant impact on the Funds than would the loss of other members of the investment team. Notwithstanding the foregoing, the composition of the investment team may change over time without notice to the investors. Competition The securities industry is extremely competitive. The Funds competes with firms, including many of the larger investment banking firms, and other funds, which have substantially greater financial resources than does the Management Company and substantially greater research staffs and more securities traders than does the Management Company. Performance Fees The General Partners’ right to performance fees may create an incentive for the Management Company to make investments that are riskier or more speculative than would be the case in the absence of a performance fee. In addition, since the performance fee is calculated on a basis that includes unrealized appreciation of the Funds’ assets, such compensation may be greater than if it were based solely on realized gains and losses. Master-Feeder Structure Certain of the Funds are organized as a part of “master-feeder” structures. A master-feeder structure, and in particular the existence of multiple investment vehicles investing in the same

portfolio, presents certain unique risks to investors and the Funds may be materially affected by the actions of another entity investing in the master fund. Illiquidity of Interests An investment in the Funds is of limited liquidity since transfers of interests are restricted and subject to the General Partner’s consent, which consent may be withheld in the General Partner’s sole discretion. Subject to limited withdrawal rights, each investor must be prepared to bear the economic risk of its investment in the Funds for an indefinite period. Interests will not be registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. It is not contemplated that such registration will ever be effected. There will be a substantial period of time between the date as of which investors must submit withdrawal requests in respect of any particular withdrawal date and the date as of which they can expect to receive full withdrawal proceeds in respect of withdrawals effected as of such date. Investors whose withdrawal requests in respect of any particular withdrawal date are accepted will bear the risk that the Fund’s net asset value may fluctuate significantly during the period between the date as of which the withdrawal requests were submitted and the applicable withdrawal date. This risk will be exacerbated in the event that the General Partner suspends or limits withdrawals. Accordingly, investors will have to decide whether to submit withdrawal requests without the benefit of having current information regarding the value of their investment on a date proximate to the applicable withdrawal date. Any withdrawal proceeds that have not yet been paid following the applicable withdrawal date, including amounts held back as reserves or the payment of which is otherwise delayed, will not accrue interest and will remain assets of the Funds (even though the same will not participate in the profits and losses of the Funds) until they are paid and, as such, will remain subject to claims of creditors of the Funds. In addition, the Funds are not required to distribute cash or other property to investors, and the General Partner generally does not intend to make distributions (other than in respect of withdrawals). As a result of the foregoing, an investment in the Funds is suitable only for certain sophisticate d investors that can bear the risks associated with the limited liquidity of their investment and will not be materially impacted by postponements of the Funds’ normal withdrawal dates or the payment of withdrawal proceeds. In-Kind Distributions The Funds generally expect to pay withdrawal proceeds and other distributions, if any, in cash. However, the General Partner has the right, in its sole discretion, to cause any distributions, including, without limitation, distributions with respect to withdrawals, to be made in kind (or the General Partner may create one or more special purpose vehicles or liquidating trusts to hold such securities, commodities and other financial instruments until they can be sold).

In the event that the Funds make such a distribution of securities, investors will bear any of the risks of the distributed securities and may be required to pay brokerage commissions or other costs in order to dispose of such securities. Moreover, securities and other assets distributed by the Funds may not be readily marketable or saleable and may have to be held by investors (or any special purpose vehicle or liquidating trust created to hold such assets) for an indefinite period of time. The risk of loss and delay and any expenses incurred in connection with liquidating such securities (including any expenses involved in the organization and maintenance of any applicable special purpose vehicle or liquidating trust and any brokerage commissions or other costs) will be borne by the applicable investors, which may result in such investors ultimately receiving less cash than they would have received if such distribution had been made in cash. While assets distribute d in kind will ordinarily be valued as of the applicable withdrawal or distribution date, the value of such assets will fluctuate and the value assigned thereto for purposes of such distribution may not reflect the actual amount that will be realized in connection with a disposition (or, on the eventual liquidation) of such assets. Designated Investments The Funds may, from time to time, invest their capital in securities that are illiquid, restricted on sale, not susceptible to valuation prior to disposition or maturity, or that the Management Company otherwise determines should be held until the occurrence of certain events or for an extended period, and which are designated by the Management Company as Designated Investments. Such securities may have to be held for a substantial period of time before they can be liquidated, if at all. Market prices for such securities are often volatile and may not be ascertainable. The resale of restricted and illiquid securities often may have higher brokerage charges. Illiquid and restricted investments that are designated as Designated Investments will represent capital that is not available for investors upon a withdrawal. Designated Investments may be difficult to value Investor Loss With respect to any given fiscal year, investors and former investors will share all losses, liabilities and expenses of the Funds up to the limit of their respective interests in the Funds during such fiscal year. As such, each investor and former investor may be required, for purposes of meeting these obligations, to make additional contributions or payments, respectively, up to, but not in excess of, the aggregate amount of returns of capital and other amounts actually received from the Funds during or after the fiscal year to which any such obligation is attributable. Valuation; Assets That Lack a Readily Ascertainable Market Value The net asset value of the Funds as of a particular date may be materially greater than or less than the net asset value that would be determined if the Funds’ assets were to be liquidated as of such date. For example, if the Funds were required to sell a certain asset or all of a substantial portion of its assets on a particular date, the actual price that the Funds would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in the net asset value of the Funds. Volatile market conditions could also cause reduced liquidity in the market for certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in the net asset value of the Funds.

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Luminus’ clients are the Funds which are privately offered pooled investment vehicles. The Funds are structured as limited partnerships, limited liability companies or similar legal entities which Luminus and its related parties control. Although Luminus is a registered investment adviser, the Funds rely on rules promulgated under the United States federal securities laws that exempt privately offered partnerships from registering as investment companies. Investment in the Funds is limited to investors that meet certain financial sophistication requirements. Investors in the Funds must be (i) “accredited investors” within the meaning of Regulation D under the Securities Act of 1933, as amended; and (ii) “qualified purchasers” within the meaning of the Investment Company Act of 1940, as amended. Due to the active plan of liquidation, the Funds are not accepting new investments. Luminus sub-advises the Iris TIME Fund, a privately offered pooled investment vehicle managed by Iris. Luminus does not currently, nor do they intend to, offer sub-advisory services to additional funds. However, Luminus may, without notice, elect to sub-advice additional pooled investment vehicles in future. Luminus does not currently, nor do they intend to, manage any separate accounts. However, Luminus may, without notice, elect to manage separate accounts for individual or institutional clients.

Performance Based Fees As described in the “Fees and Compensation” section of this Brochure, the Funds pay performance fees which are based on a share of gains on, income from, or appreciation of the Clients’ assets. Performance fee arrangements may create an incentive for the Company to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such compensation. Certain of the assets held in the Funds’ portfolios are fair valued by Luminus. Fair valued securities create an inherent conflict of interests since Luminus’ fees are based on the value of such assets. In addition, calculation of performance fees earned is, in part, based on unrealized gains that may never materialize. Luminus seeks to mitigate the conflicts created by performance fee arrangements and fair value practices through disclosure in this Brochure. Side -by-Side Management Luminus manages accounts for Clients that invest in the same or similar securities. Luminus’ aggregation and allocation policies and procedures are designed to identify and mitigate potential conflicts of interest among and between Clients during the trade execution process. Luminus seeks to ensure that no Client will be favored over any other Client on an overall, long-term basis. Luminus’ order allocation policies and procedures seek to allocate investment opportunities among Clients over time in the fairest possible way, considering the best interests and account-specific mandates of each Client. Performance fees, management fees, and the status of performance

hurdles will not influence allocation decisions. Each investment will be appropriate for the particular Client in light of the characteristics of the specific investment opportunity, the overall portfolio composition of such Client, and the strategy of the Client. Order Aggregation Luminus may or may not aggregate multiple orders, and certain Clients may be excluded from aggregated orders. When determining whether to aggregate orders on behalf of Clients, Luminus will consider factors applicable to each possible participant, including without limitation:

Investment objectives and strategies

Client-specific investment targets

Client-specific limitations or requirements

Timing of orders

Status of pending orders

Availability of securities

If orders are aggregated, the respective Clients will participate at the average share price of all trades in the aggregated order. In addition, each account participating in an aggregated order will share commissions and other trade related costs based on its level of participation. Order Allocation Luminus will allocate to participating accounts in specified ratios based on various factors, including without limitation:

Investment objectives and strategies

Client-specific investment targets

Client-specific limitations or requirements

Timing of orders

Status of pending orders

Availability of securities

Whether a Client is in its investment or ramp-up phase

Whether a Client has recently received a capital infusion or withdrawal request

Client cash balances and liquidity requirements

Client risk tolerances and concentration limits

The Investment and Operations Teams will receive and review daily trade blotter reports directly from Luminus’ order management system provider.

Neither Luminus nor any of its management personnel are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Luminus is currently registered as a commodity trading advisor and commodity pool operator with the U.S. Commodities Futures Trading Association (“CFTC”) and is a member of the National Futures Association (“NFA”). In addition, certain of Luminus’ personnel are considered CFTC registered associated persons and/or NFA listed principals of the Firm. Finally, all clients operated by Luminus are considered exempt commodity pools operating pursuant to CFTC Regulation 4.7. Polaris Energy GP, LLC is the general partner of Luminus Energy Partners GP LP and Luminus Energy Itineris LP. Luminus Capital Partners GP, LLC is the general partner of the Luminus Capital Partners Master Fund LP. Nova Special Opportunities GP, LLC is the general partner of Luminus Special Opportunities II LP. Referenced throughout this document, the aforementioned general partners will be referenced as the “General Partners”. Iris is an affiliated investment advisor to the Iris TIME Fund, a pooled-investment vehicle subadvised by Luminus. Iris is an exempt reporting adviser with the SEC, a registered Commodity Pool Operator and Commodity Trading Adviser with the CFTC, and a Member of NFA. Luminus and Iris Capital do have common ownership and certain shared employees. Conflicts of Interest For purposes of this “Conflicts of Interest” section, the term “Clients” includes all current and future funds and accounts managed, advised or sub-advised by Luminus. Services of Luminus Luminus and its members, officers, directors and employees are not under any obligation to devote their full time (or any material part of their time) to the business of Clients but are required to devote only such time and attention to the affairs of any Client as shall be reasonably necessary, in the opinion of Luminus, to achieve the applicable Client’s investment objectives. Luminus and its members, officers, directors and employees engage in other activities unrelated to the affairs of any particular Client, including, without limitation, managing or advising other Clients. These activities could be viewed as creating a conflict of interest in that the time and effort of such persons will not

be devoted exclusively to the business of any particular Client but will be allocate d between the business of such Client and the management of the monies of other Clients. Outsourced Back-Office Luminus does sub-contract certain middle and back-office functions (including accounting, risk and compliance) through the contracting of former Luminus employees, through consulting arrangements or third-party service providers. This arrangement will result in those charges being borne as an expense of the Funds. This may make it more difficult for Luminus to supervise the activities of those outsourced functions. Additionally, these activities could be viewed as creating a conflict of interest in that the time of such persons should be accurately recorded and charged to the appropriate Fund. Luminus limits this conflict of interest by subjecting these outsourced providers to the Firm’s Code of Ethics. As with a traditional employee, these outsourced providers are supervised by the CCO and bound by all requirements outlined in the Firm’s Compliance Manual and Code of Ethics, including annual and quarterly reporting and annual compliance training. Allocation of Opportunities Luminus has potential conflicts in connection with the allocation of investments or transaction decisions for Clients, including in situations in which Luminus and its personnel have interests (e.g., other Client funds). Luminus may manage or advise certain Clients that have investment objectives that are similar to those of other Clients and/or may seek to make investments in issuers and securities or other instruments in which other Clients may seek to invest. In particular, the investment strategies utilized by one Client may overlap with certain investment strategies utilize d by another Client. This will create potential conflicts and potential differences among Clients, particularly where there is limited availability or limited liquidity for those investments. Luminus will allocate investment opportunities and make purchase and sale decisions among the Client accounts in a manner that it considers, in its sole discretion, to be reasonable and equitable over time. Luminus will make allocations for Clients with reference to various factors that may include, without limitation, relative sizes and expected future sizes, investment objectives and guideline s, risk tolerance, availability of other investment opportunities, and available cash for investment. Although allocating orders among Clients creates potential conflicts of interest because of the interests of Luminus or because Luminus may receive greater fees or compensation from one of the Client’s allocated orders, Luminus will not make allocation decisions based on such interests or greater fees or compensation. Allocation decisions among Client accounts may be more or less advantageous to any one account or group of accounts. Luminus may determine that an investment opportunity or particular purchases or sales are appropriate for one or more Clients, but not for other Clients, or are appropriate for, or available to, several or all Clients but in different sizes, terms or timing.

Therefore, the amount, timing, structuring or terms of an investment by certain Clients may differ from, and performance may be lower than, investments and performance of other Clients. Advising Different Accounts The results of the investment activities of certain Clients may differ significantly from the results achieved by other Clients. Luminus will manage Client accounts in accordance with their respective investment objectives and guidelines. However, Luminus may give advice, and take action, with respect to any current or future Client account that may compete or conflict with the actions taken by Luminus on behalf of other Clients or may involve a different timing or nature of action than with respect to other Clients. Transactions undertaken on behalf of certain Clients may adversely impact other Clients. At times Luminus will buy or sell positions for one Client while another Client is undertaking the same or a differing, including potentially opposite, strategy, which could disadvantage one Client as compared to another Client (e.g., one Client could take a short position in a security in which another Client holds a long position or vice versa). In addition, transactions in investments by Luminus on behalf of certain Clients may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of other Clients, particularly, but not limited to, in small capitalization, emerging market or less liquid strategies. When Luminus implements a portfolio decision or strategy for one Client ahead of, or contemporaneously with, similar portfolio decisions or strategies for another Client, market impact, liquidity constraints, or other factors could result in such other Client receiving less favorable trading results, the costs of implementing such portfolio decisions or strategies could be increased and/or such other Client could otherwise be disadvantaged. Further, Luminus at times will cause one Client to invest in issuers in which Luminus has previously invested on behalf of another Client. The terms of such investments may be different. Luminus at times also will cause several Clients to invest in issuers contemporaneously. The terms of such investments may also be different. No Client will benefit directly from independent investments made on behalf of other Clients in issuers in which such Client is invested. In addition, Luminus at times will invest for one Client in debt securities or obligations of issuers in which another Client holds equity interests (or vice versa). In such event, potential conflicts of interest would arise insofar as the Client investing in the debt securities or other obligations would have an interest in structuring the financial and other terms (such as interest and repayment terms, covenants and events of default) to be more restrictive than the other Client, as equity owner, may desire. In addition, further conflicts could arise after the closing of such investments (e.g., in the event of a default). Except as described in this paragraph, the directors, officers and employees of Luminus are permitted to buy and sell securities or other investments for their own accounts. As a result of differing trading and investment strategies or constraints, positions may be taken by directors, officers and employees that are the same, different from or made at different times than positions taken for a Client. To reduce the possibility that a Client will be materially adversely affected by

the personal trading described above, Luminus has established policies and procedures that place certain restrictions on securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the portfolio transactions of Clients. However, there can be no assurance that such policies will reduce potential conflicts and Luminus may modify such policies and procedures at any time without notice to investors. Iris Capital Group LLC Jonathan Barrett, Luminus’ CEO, is a founder of Iris, an affiliate of Luminus. Mr. Barrett’s affiliations with Iris and Luminus may pose certain potential material conflicts of interest, including (1) competition for Luminus’s time and attention and (2) that, in connection with Mr. Barrett’s ownership of Iris, Mr. Barrett may receive compensation that exceeds that received from Luminus. Luminus believes such potential conflicts are alleviated because (1) Mr. Barrett is equally invested in the success of both entities; (2) all Luminus personnel involved in decision making for the Funds are required to act in the Funds’ best interests, in furtherance of Luminus’ duties of care and loyalty to the Funds; and (3) Mr. Barrett’s activities are bound by the Firm’s Code of Ethics and supervised by the CCO. Material Non-Public Information From time to time, Luminus may come into possession of material non-public information concerning certain issuers. Under certain circumstances, the use of such information by Luminus for the benefit of Clients may constitute a violation of applicable securities laws and could expose Clients to additional risk of loss. Clients’ investment flexibility may be constrained as a result (e.g., Clients may be forced to forgo certain potentially profitable investment opportunities or may be unable to dispose of an investment at an opportune time), which could have a material adverse effect on Clients’ performance. Additional Potential Limitations and Restrictions on Investment Opportunities From time to time, the activities of Clients may be restricted because of regulatory or other requirements applicable to Luminus and/or its internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. A fund or account not advised by Luminus may not be subject to some of those considerations. The investment activities of Luminus for certain Clients may also limit the investment strategies and rights of other Clients. For example, in regulated industries, in certain emerging or international markets, in corporate and regulatory ownership definitions, in the ownership of certain commodities and in certain derivative transactions, there may be limits on the aggregate amount of investment by affiliated investors that may not be exceeded without the grant of a license or other regulatory or corporate consent or, if exceeded, may cause Luminus or Clients to suffer disadvantages or business restrictions. If certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of Luminus on behalf of Clients (including the Funds) to purchase or dispose of investments, or exercise rights or undertake business transactions, may

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Luminus has developed and implemented a Code of Ethics (the “Code”) which sets forth standards of conduct that are expected of Luminus’ principals and employees (“Access Persons”) and addresses conflicts that arise from personal trading. The Code requires that Luminus and its employees comply with their regulatory requirements, meet the fiduciary obligations to Clients and adhere to sound business ethics and principles. Each of Luminus’ Access Persons must acknowledge their receipt of the Code, their understanding of the provisions contained in the Code, and their agreement to abide by the principles, policies and procedures set forth in the Code. Luminus’ Code addresses, among other things:

Identification and handling of material non-public information;

Prevention of insider trading; and

Reporting and pre-clearance of: o personal securities transactions and holdings; o gifts and entertainment; o political contributions; and o outside business activities.

Luminus has adopted employee personal trade reporting and monitoring procedures. Luminus’ Code and personal trading policies generally prohibit Luminus’ employees from buying or selling securities for their own account which are also recommended to Clients. These restrictions, however, do not apply in certain limited situations (e.g., where an employee’s personal account holdings pre-date their employment with Luminus or where Luminus temporarily suspends the policy due to internal discussions) or with respect to certain security types in which Clients may also invest. In addition, Luminus’ employees are required to seek pre-clearance for personal trades of most securities. The following securities and transactions are exempt from Luminus’ preclearance policy: money-market funds; mutual funds;; commercial paper; unit investment trusts; direct or dividend re-investment plans; certificates of deposit; U.S. treasury obligations; debt securities issued by state and municipal governments and agencies of the U.S.; investments in private funds offered by Luminus or its affiliates; and actions occurring without employee input.

In addition, Luminus’ Code requires, among other things, that employees:

Act within an ethical manner with the public, investors, prospective clients and investors;

Place the interests of Clients above their own personal interests;

Not take inappropriate advantage of their position;

Attempt to avoid actual or potential material conflicts of interest;

Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities; and

Comply with applicable provisions of the federal securities laws.

Employees are required to disclose all outside business activities. In the event an outside business activity presents a material conflict of interest with Clients, Luminus reserves the right to restrict these outside business activities. A copy of Luminus’ Code of Ethics is available upon request by contacting Luminus’ CCO, Carlos Treistman, (713) 826-6262; ctreistman@luminusmgmt.com.

Selecting Broker-Dealers Luminus selects brokers based on several factors, including experience, expertise, cost, and execution capabilities. Luminus has instituted policies and procedures to ensure that it will place Client transactions with appropriate care and diligence, seek best execution and address material conflicts of interest. Luminus generally grants its traders discretion to decide upon the appropriate means of executing a trade. When determining which trading brokers and venues to use, the trader may consider, among other things:

Listed bids and asks;

The opportunity for price improvement or execution assurance;

Transaction costs;

General trading expertise;

Anonymity;

Liquidity;

Speed of execution;

Quality of research;

Expertise with difficult Securities;

Trading style and strategy;

Geographic location;

Frequency of errors; and

Access to new issues.

Research and Other Soft Dollar Benefits As an institutional money manager, Luminus receives access to research made available through brokerage counterparties. Luminus believes this research is available to all institutional money managers of similar size. This research is made available to Luminus on an unsolicited basis and without regard to the rates of commissions charged or paid by Luminus or the volume of business Luminus directs to such broker-dealers. Since these products and services are merely made available by broker-dealers as part of a bundled business package to Luminus, which may or may not use them, it is Luminus’ understanding that such broker-dealers do not set discrete prices for such products and services. Accordingly, Luminus does not separately compensate such brokerdealers for the provision of such services and does not believe that it “pays-up” for such brokerdealers’ services since the broker-dealers do not break out the costs for such services. Luminus does, however, use commission dollars, in part, to obtain other investment research services for the benefit of Clients. Section 28(e) of the Securities Exchange Act of 1934 provide s a “safe harbor” for investment advisers who use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the adviser in performing its investment decision making responsibilities. Luminus compensates various service providers for research services that are within the safe harbor of Section 28(e) of the Exchange Act by participating in commission sharing arrangements (“CSAs”). The CSAs permit Luminus to consolidate payments for research services using accumulated client commissions from securities transactions executed through the broker-dealers sponsoring the CSAs. Luminus makes a good faith determination as to the value of the research services obtained through the CSAs and may obtain input as to the value of such research services from the service providers participating in the programs. The service providers are compensated directly by the broker-dealers sponsoring the CSAs from a pool of commissions that are set aside by the brokerdealers for use by Luminus to obtain the research services. Luminus does not generate any soft dollar credits nor does it maintain any soft dollar arrangements outside of CSAs. Research products obtained through CSA credits generated by one or more Clients may be used by Luminus to service Clients that may not have paid for the CSA benefits. Luminus does not seek to allocate CSA benefits to Clients in proportion to the CSA benefits the Client generates.

Relationships with broker-dealers providing research to Luminus may influence Luminus’ judgment in allocating brokerage business and creates a potential conflict of interest in using the services of such broker-dealers to execute securities transactions for Clients. Selecting brokerdealers on the basis of considerations other than applicable commissions at times results in higher transaction costs than would otherwise be the case. When Luminus uses client brokerage commissions to obtain research or other products or services, it receives a benefit because it does not have to produce or pay for the research, products or services. Luminus may have an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than on its clients’ interest in receiving most favorable execution. Example: The research products and services consist of the following: economic analysis and forecasts, financial market analysis and forecasts, industry and company specific analysis, and market data services, meetings arranged by broker-dealers with corporate management teams, and other reports, meetings and services that assist in the investment decision-making process. The Funds derive direct and indirect benefit from research received from broker-dealers, particularly to the extent the same research offsets expenses which the Funds would otherwise pay. Luminus strives to select broker-dealers that provide favorable execution capabilities and qualities. Brokers may be utilized due to their presence in certain markets and ability to trade certain securities. Brokerage for Client Referrals Luminus, has in the past and may again in the future, direct some brokerage business to brokers who refer prospective investors to Luminus or provide some other benefit, including the payment of certain travel expenses incurred during the research process. Such referrals, if any, are likely to benefit Luminus but could also provide a benefit to Clients and Fund investors by creating additional liquidity and the ability to pursue additional investment opportunities. Luminus may have a conflict of interest with Clients when allocating brokerage business to a broker who has referred investors to Luminus. Additionally, travel expenses paid by brokers would benefit Luminus as such expenses, while technically Client expenses, are typically paid directly by Luminus and therefore also present a conflict. Luminus believes that the risk of this conflict is mitigated by its internal best execution procedures, including its quarterly operations meetings. To prevent brokerage commissions from being used to pay investor referral fees or travel expenses, Luminus will not allocate brokerage business to a referring broker unless Luminus determines in good faith that the commissions payable to such broker are reasonable in relation to those available from brokers (which do not refer investors or pay for travel expenses) offering services of substantially equal value to Luminus. Trade Aggregation Refer to Item 6 – “Performance Based Fees and Side by Side Management” for a description of the process by which Luminus aggregates and allocates orders.

Trade Errors Errors may occur during the trading process. It is Luminus’ policy to correct errors occurring in the management or trading of Clients’ accounts as soon as practicable. Errors must also be reported to the CCO and reviewed to determine whether policies or procedures should be changed to prevent future errors. Generally, the Funds’ investment management agreements govern the allocations of profits and losses resulting from trade errors committed by Luminus. The cost of errors in the Funds’ accounts will be borne by the Funds unless an error is the result of bad faith, gross negligence, or willful misconduct by Luminus or, in the case of Funds subject to ERISA, a breach of ERISA’s standard of care by Luminus. Gains associated with any trade error shall be retained by the affected Funds.

While the Firm has engaged in the use of placement agents in the past, given the Funds’ plan for liquidation, currently, neither Luminus nor its related persons directly or indirectly compensate any person who is not advisory personnel for client referrals.

Luminus and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to an investor’s evaluation of Luminus or its personnel.

Luminus’ portfolio manager and its analysts review all Client accounts on a daily basis. A number of factors including, but not limited to, macroeconomic events or policies, political occurrences, weather patterns, natural disasters, research or technological development, company specific events, public filing disclosures, and/or general market price movements may trigger Luminus to consider a new investment or review an existing position. Luminus furnishes audited financial statements for the Funds to all investors on an annual basis. The Funds’ financial statements including the Funds’ holdings are examined by independent certified public accountants. Luminus also provides investors with unaudited monthly Fund performance updates.

To the extent possible, all Client assets are held in custody by unaffiliated broker/dealers or banks. The Management Company is deemed to have custody of the Funds’ assets because of the Management Company’s affiliation with the general partner of each Fund and the general partner’s authority over the Funds’ assets. Fund investors will not receive statements from the custodian(s). Instead, the Funds are subject to an annual audit by independent certified public accountants and the audited financial statements are distributed to each investor. The audited financial statements are prepared in accordance with generally accepted accounting principles and distributed to Fund investors within 120 days of the Funds’ fiscal year end.

Additionally, upon the final liquidation of the Funds, the Firm will obtain a final audit and distribute the audited financial statements with respect to each liquidated Fund to all investors promptly after completion of the final audit.

The Funds’ private placement and offering memoranda and investment management agreements authorize Luminus to use a broad range of investment vehicles and strategies with very few, if any, limitations. For a complete explanation of Luminus’ trading and portfolio management authority please request a copy of the Funds’ private placement or offering memoranda, partnership agreements and/or investment management agreement.

Luminus has the authority to vote the proxies received on securities held by the Funds. Luminus’ objective is to vote proxies in the best interests of the Clients as mandated by the Clients’ objectives described in the private placement and offering memoranda or other applicable governing documents. Luminus has contracted with Broadridge Financial Solutions, Inc. (“Broadridge”) to provide certain proxy voting services. Broadridge provides proxy voting support by casting votes and keeping voting records. Under the terms of the arrangement with Broadridge, Luminus generally follows the recommendations of Glass, Lewis & Co. (“Glass Lewis”). Glass Lewis is a neutral third party that issues recommendations based on its own internal guidelines and research and retains a record of all of its recommendations. Analysts assigned to cover specific companies are designated to monitor and opine on proxy proposals. Analysts consult with the portfolio manager regarding proxy proposals. Luminus may vote client securities in a manner that is inconsistent with Glass Lewis’ recommendations when the Management Company believes it is in the best interest of Clients and such a vote does not create a conflict of interest between Clients and Luminus. The analysts assigned to cover the issuer, in consultation with the portfolio manager, will consider whether Luminus is subject to any material conflict of interest in connection with each proxy vote. Analysts must notify the CCO if they are aware of any material conflict of interest associated with a proxy vote. Potential conflicts will be assessed on a case-by-case basis. Luminus may abstain from voting if the Company deems that abstinence is in Clients’ best interests. In addition, with respect to Clients that have elected to participate in securities lending with a prime broker or other custodian, Luminus may not be able to call back securities to vote and therefore may not have the ability to vote such proxies.

Current investors may request a copy of Luminus’ full proxy voting policies and procedures and the voting records as provided by Rule 206(4)-6. Please contact Luminus’ CCO.

Luminus has never filed for bankruptcy and is not aware of any financial condition that is reasonably expected to affect its ability to manage Clients’ accounts.