Merewether Investment Management, LP

A. Merewether, a Texas limited partnership, was formed in July 2017 and has its principal place of business in Dallas, Texas. Merewether Management GenPar, LLC, a Texas limited liability company, is the general partner of Merewether. Rod Saddington is the principal owner and managing member of Merewether Management GenPar, LLC. Merewether acts as the investment manager to sponsored master-feeder investment structures (each a “Fund” and collectively referred to herein as the “Funds”) for sophisticated, qualified investors (“Investors”); and (ii) sub-advised accounts (the “Managed Accounts”, which, collectively with the Funds, are referred to as the “Clients”)). B. Merewether provides discretionary investment advice to its Clients through investing in public equities and liquid credit across the energy value chain highlighted by three strategies: long/short, long-only, and liquid credit.. The Adviser provides investment advisory services to the Funds based on the investment objectives and strategies described in each Fund’s confidential offering memorandum and governing documents. Merewether provides its services to the Managed Accounts in accordance with an investment management agreement between Merewether and the respective Managed Account. C. Advisory services are tailored to achieve the investment objectives described in the applicable Client’s confidential offering memorandum and governing documents, including but not limited to an investment management agreement (referred to collectively as “Offering Documents”). Generally, Merewether has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Clients or Fund Investors. Merewether does not tailor its advisory services to the individual needs of Fund Investors and does not accept Fund Investor imposed investment restrictions. The Adviser may tailor its advisory services with respect to the individual needs of its Managed Account Clients. Each advisory agreement with Managed Account Clients was separately negotiated and designed to suit the needs of the respective Client and its respective investment guidelines which may include restrictions on investing in certain securities or types of securities. D. The Adviser will not participate in wrap fee programs. E. As of December 31, 2025, the Adviser managed approximately $6,908,781,626 in regulatory assets under management on a discretionary basis. Merewether does not manage any advisory client assets on a non-discretionary basis.

The below describes how the Adviser is generally compensated in connection with providing advisory services to its Clients. However, the Adviser may enter into different fee arrangements on a Client by Client basis. A potential investor in a Fund or any potential Client should review any and all Offering Documents in their entirety before making any investment decisions. A. Set forth below is a description of the fees and expenses paid by the Funds and Managed Accounts, respectively: The Funds In consideration for its services to the Funds, Merewether is entitled to receive a quarterly Management Fee calculated at an annual rate of (i) 1.25-1.5% of each Investor’s Capital Account (a “Capital Account”) attributable to Standard Class Interest and (ii) .75% to 1.0% of each Investor’s Capital Account attributable to any Founders Class Interest (the “Management Fee”). The Management Fee is payable in advance as of the first business day of each calendar quarter. The Management Fee may be waived, reduced or discounted from time to time in the Adviser’s discretion with respect to one or more Investors without consent of the other Investors. Merewether Special Partners, LP, an affiliate of the general partner, is entitled to a Performance Allocation (the “Performance Allocation”) at the end of each calendar year, generally calculated as follows: (i) with respect to any Standard Class Interest, the Performance Allocation is equal to 17.5% of the amount by which the Fund’s net profits allocated to the associated Standard Class Capital Account for such calendar year (after reduction for the Management Fees debited to such Standard Class Capital Account) exceeds the associated loss carryforward; and (ii) with respect to any Founders Class Interest, the Performance Allocation is equal to 15% of the amount by which the Fund’s net profits allocated to the associated Founders Class Capital Account for such calendar year (after reduction for the Management Fees debited to such Founders Class Capital Account) exceeds the associated loss carryforward. Merewether Special Partners, LP may, in its sole discretion, reduce, waive or rebate the Performance Allocation with respect to any Investor, including, without limitation, any affiliated investors, without entitling any other Investor to the same or similar or identical reduction, waiver or rebate, and shall not be required to obtain the consent or approval of, or give notice to, any Investor in connection therewith. Managed Accounts In connection with the advisory services provided to the Managed Accounts, Merewether typically will charge a management fee and a fee based on the performance of the Managed Account (a “Performance Fee” and together with the Performance Allocation, “Performance Compensation”), each negotiated with the Managed Account Client on an account-by-account basis.

B. The Funds pay a management fee quarterly in advance as compensation for the management services to be performed by the Adviser. Such fees are generally deducted from the Investor’s Capital Account. The Adviser has the right to reduce, waive, assign, participate or otherwise share or modify the management fee chargeable with respect to any Investor (including any affiliate of the Fund’s general partner or the Adviser) without the consent of, or notice to, any other Investor. Fees are not automatically deducted from the Managed Accounts. Merewether bills the applicable Managed Account for fees incurred. The Adviser is compensated pursuant to advisory agreements that were individually negotiated with each Managed Account. C. The Funds pay all expenses of the organization of the Fund and the offering of interests, including legal and accounting fees, printing costs, travel, “blue sky” and other regulatory filing fees and expenses, and out-of-pocket expenses, but not including placement fees. Each Fund bears its own operating and other expenses, including but not limited to: (i) costs and expenses related to its investment program, including expenses related to proxies, underwriting and private placements, data feed hardware and software, research, evaluation, due diligence, negotiation, consummation, management, valuation and disposition of investments, trade publications, brokerage commissions, bank service fees, interest on debit balances or borrowings, custody fees, fees assessed by prime brokers, and other third-party service fees, and any taxes (including, but not limited to, withholding and transfer taxes) imposed on the Fund, expenses relating to any short sales, clearing and settlement charges, and travel expenses related to the investment process; (ii) costs and expenses related to operations, portfolio and trading-related software, including trade order management software (i.e., software used to route trade orders and manage the portfolio) and related connectivity costs; (iii) all out-of-pocket costs of the administration of the Fund, including, without limitation, fees and expenses of any Administrator, bookkeeping accounting, audit, tax and tax preparation expenses, legal expenses, costs of any litigation or investigation involving the Fund’s activities, printing and duplication expenses, and costs associated with reporting and providing information to existing and prospective Investors, the costs of holding any meeting of the partners, and any costs of procuring and maintaining insurance for the benefit of the Fund, the Fund’s general partner, and the Adviser; (iv) any governmental, regulatory, licensing, filing or registration fees and expenses (including any fees and expenses associated with any regulatory, operations or compliance consultant) incurred by the Fund, the Fund’s general partner or the Adviser in compliance with the rules of any self-regulatory organization or any federal, state or local or other applicable laws to the extent such fees and expenses directly relate to the Fund’s activities; (v) any withholding, transfer or other taxes imposed on, or payable by, the Fund or any of its partners; (vi) all costs, fees and expenses associated with the ongoing offering of the Interests; (vii) information technology expenses associated with all aspects of the Fund’s operations (including, without limitation, the costs associated with establishing and maintaining investor reporting systems, and information technology and data security programs and other systems designed to manage and control cyber security risk); (viii) expenses of any administrative proceedings undertaken by the Fund’s general partner in its capacity as the Fund’s “partnership representative”; (ix) any costs or expenses associated with the winding up and liquidation of the Fund; (x) such other reasonable expenses necessary to perform the operation of the Fund as determined by the Fund’s general partner in its sole discretion; (xi) all extraordinary expenses of the Fund, including, without limitation, indemnification costs,

litigation costs or damages, trade errors, and costs incurred in connection with any reorganization or restructuring of the Fund); and (xii) the Fund’s pro rata share of any similar expenses incurred at the master fund level. In addition, the Clients may incur brokerage and other transaction costs. Please see the disclosures in Item 12 as it relates to Merewether’s brokerage activities. Greater detail regarding fees and expenses, as well as other important information regarding an investment in a Fund is more fully set forth in its governing documents. Each Managed Account will typically bear its own investment and operating expenses as detailed in its investment management agreement. D. As stated above, management fees are deducted from each Investor’s Capital Account and paid quarterly in advance. The Management Fee is prorated for any period that is less than a full quarter for capital contributions made by new or existing investors and refunded on a prorated basis upon withdrawal or redemption from the Fund prior to quarter-end. Some Managed Account pay Merewether a management fee periodically (e.g., quarterly) in advance based on the account’s net asset value, notional value or similar formula as detailed in its investment management agreement. Such management fees are typically prorated for any period that is less than a full quarter.

A. The Adviser has four primary investment objectives and strategies. One is to generate absolute returns by employing a long/short energy focused investment strategy. The Adviser will invest in securities issued by companies in the energy sector, including but not limited to, issuers involved in exploration for or production of energyrelated natural resources; issuers that provide products or services to the energy sector, midstream companies that provide transportation or processing of energy-related natural resources; downstream companies, companies involved in the electric vehicle value chain, or any other industrial company exposed to the energy sector. The second objective is to invest in these same sectors, while employing a long-only investment strategy. The third is to extract the alpha from the adoption of “new energy” fuel sources. Each new energy fuel source has an associated “value chain.” The Adviser will invest in publicly traded equities across the entire new energy value chain. Such fuel sources include, but are not limited to, wind, solar, hydroelectric, hydrogen, geothermal, renewable diesel or biodiesel, biomass, etc. In pursuit of its investment objectives and in deploying its strategies, the Adviser may invest in financial instruments, such as derivatives, to hedge its exposure, as well as any other financial instruments providing direct or indirect exposure to the energy sector, and such other instruments or interests that the Adviser deems appropriate. The Adviser relies on fundamental analysis to determine specific energy industry trends and identify opportunities created by dislocation in various markets or securities, and may also make investments based on company specific factors or events. The fourth involves leveraging the fundamental analysis conducted in pursuit of the other strategies and applying it to investments in credit-related instruments. Merewether expects this will involve primarily debt securities but may include equities or equity options of capital structures of related companies and other financial instruments that provide direct or indirect exposure to the energy sector or credit markets. Investing in securities and other instruments involves risk of loss that Investors should be prepared to bear, including but not limited to, those described below. The management style offered by Merewether is not intended as a complete investment program and may not be suitable for all investors. It is designed for sophisticated investors who fully understand and are capable of bearing the risk of such an investment. No guarantee or representation is made that the Adviser will achieve its investment objectives or that there will be any return of capital, and investment results may vary substantially on a monthly, quarterly, or annual basis. Although the Adviser seeks to reduce the risks associated with the Clients’ investments, prospective investors should consider carefully, among other factors, the risks described below. Such risk factors are not meant to be an exhaustive listing of all potential risks associated with investments in the Clients.

B. The following is a summary of certain significant risks associated with the Adviser’s investment strategies: General Investment Risks. All investments in financial instruments entail the risk of loss. We advise our Clients to invest in a wide variety of financial instruments, typically including, without limitation, equities, equity-linked securities and equity-related securities, options, futures contracts and other commodity interests, swaps, currencies, fixed income and fixed income related products, all of which involve particular risks. Such investments are subject to investment-specific price fluctuations as well as to macro-economic, market and industryspecific conditions, including, but not limited to, national and international economic conditions, domestic and international financial policies and performance, conditions affecting particular investments such as the financial viability, sales and product lines of corporate issuers, national and international politics and governmental events, and changes in income tax laws. Moreover, we may have only limited ability to vary a Client’s investment portfolio in response to changing economic, financial and investment conditions. No guarantee or representation is made that any Client investment program will be successful, and investment results may vary substantially over time. Trading is Speculative and Volatile. Financial instrument prices may be highly volatile. Price movements of financial instruments in which a Client’s assets are invested are influenced by, among other things, changing supply and demand relationships, weather, agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments, political and economic events and policies, changes in national and international interest rates and rates of inflation, currency devaluations and revaluations, and sentiments of the marketplace. No assurance can be given that a Client’s investments will be profitable or that it will not incur substantial losses. Investments in Securities and Other Assets Believed to Be Undervalued. The Adviser’s investment program contemplates that a portion of a Client’s portfolio may be invested in securities and other assets that the Adviser believes to be undervalued. The identification of such investment opportunities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While such investments offer the opportunities for above-average capital appreciation, they also involve a high degree of financial risk and can result in substantial losses. Returns generated from a Client’s investments may not adequately compensate for the business and financial risks assumed. The current severe economic conditions and any future major economic recession can severely disrupt the markets for such investments and significantly impact their value. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such obligations to repay principal and pay interest thereon and increase the incidence of default for such securities. Additionally, there can be no assurance that other investors will ever come to realize the value of some of these investments, and that they will ever increase in price. Furthermore, a Client may be forced to hold such investments for a substantial period of time before realizing their anticipated value. During this period, a portion of a Client’s funds would be committed to the investments made, thus possibly preventing a Client from investing in other opportunities.

Reliance on Fundamental Analysis. The Adviser bases its trading decisions, in whole or in part, on fundamental analysis. Fundamental analysis considers financial instrument-specific factors, including, without limitation, country gross domestic product, monetary policy, inflation expectations, trade balances and geopolitical metrics. The Adviser’s operating belief is that price converges to fundamental value over time, but that price can differ significantly from fundamental value for a variety of temporary reasons. It is this discrepancy the Adviser strives to exploit. The Adviser’s fundamental analysis may be flawed in that it identifies what turns out to be the wrong opportunities and/or its assessment of fundamental value turns out to be incorrect in that the financial instrument does not converge to that valuation. General Economic and Market Conditions. The success of a Client’s investment activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, climate change, local epidemics and global pandemics, political circumstances (including wars, terrorist acts or security operations) and changes in laws that could have a negative impact on the economy and business activity in any of the regions in which the Client may invest and thereby adversely affect the performance of its investments. A portion of a Client’s assets may be invested in countries where the market economy is relatively less developed. Although the recent general trend in such countries has been towards more open markets and the promotion of private business initiatives, no assurance can be given that the governments of these countries will continue to pursue such policies or that such policies may not be altered significantly. Political instability, economic distress, the difficulties of adjustment to a market economy, social instability, organized crime or other factors beyond the Adviser’s control could have a material adverse effect on the performance of a Client’s account. Financial System Disruption. The Adviser, the Clients and the Clients’ investments are dependent on unaffiliated financial industry participants, including banks, broker-dealers, clearing houses, securities firms, exchanges and other financial institutions, to conduct their business. A disruption or shock in the financial industry or markets (as occurred in the first quarter of 2023 with multiple banks entering receivership or otherwise seeking assistance; such a disruption or shock being a “Financial Disruption Event”) could adversely affect any of these financial institutions, which in turn could have material adverse consequences for the Adviser, the Clients or the Clients’ investments. The severity of this risk could be increased by any exclusive arrangements entered into with these financial institutions. A Financial Disruption Event affecting a bank or financial institution that has custody of Client assets could adversely impact the value or integrity of those assets and the ability to retrieve and secure such assets. A Client may experience delayed access to deposits or other financial assets or an uninsured loss of those deposits or other financial assets. In particular, if the Adviser or an affiliate has a banking relationship (for example, a payroll account) with a bank or other financial institution that experiences a Financial Disruption Event, the Adviser’s ability to manage or operate consistent with past business practices could be negatively impacted, potentially resulting in a disruption in operations.

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Please refer to Item 4, Advisory Business – Advisory Services for a description of our Clients. Merewether provides investment advisory services to its Clients based on the investment objectives and strategies described in its Offering Documents. Merewether only admits “accredited investors”, as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 and “qualified clients” as defined in Rule 205-3 of the Advisers Act, and, for certain of its Funds, only “qualified purchasers” as defined in Section 2(a)51(A) of the Investment Company Act of 1940. Depending on the Fund, the minimum investment is either $500,000 or $5,000,000, however a Fund’s general partner may accept investments in a lesser amount at its sole discretion.

As stated in Item 5 above, Merewether and its affiliates may receive performance-based fees from its Clients. The specific structure and calculation of the performance-based fee are described in detail in each respective Offering Document. These payments are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3, which requires that performance-based fees only be charged to “qualified clients” (as such term is defined in Rule 205-3). Performance-based fees, in general, may create an incentive for Merewether or its supervised persons to make investments that are riskier and more speculative than would be the case in the absence of a performance-based fee. Such fee arrangements may also create an incentive to favor higher fee-paying clients over other clients in the allocation of investment opportunities. To address these conflicts of interest, the Adviser has implemented policies and procedures to ensure that all client accounts receive equitable and fair treatment with respect to the allocation of investment opportunities.

A. The Adviser is not registered, and does not have an application pending to register, as a broker-dealer or registered representative of a broker-dealer. Currently, no employees of the Adviser are registered representatives of a broker-dealer. B. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. C. Merewether Special Partners LP is an affiliate of the general partner and is entitled to receive the Performance Allocation from the Fund. The Adviser is entitled to receive a Performance Fee from the Managed Accounts. Performance Compensation may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case if such arrangement was not in effect. However, as noted in Item 11, the Adviser has a written Code of Ethics that contains policies and procedures to address conflicts of interest. Under such policies and procedures, the Adviser is required to make investment decisions for its Clients in a manner that is consistent with its fiduciary duties to its Clients. D. The Adviser does not recommend or select other investment advisers for its Clients nor does it have any business relationship with other advisers that might create a material conflict of interest.

A. The Adviser has adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A-1 under the Advisers Act. The Code sets forth a standard of business conduct and compliance with federal securities laws by all of the Adviser's employees. The Code contains policies and procedures that require the Adviser’s employees execute personal securities trading in a manner that mitigates actual or potential conflicts of interest or any abuse of an individual's position of trust and responsibility. The Adviser requires pre-clearance of purchases of an IPO or a new private placement; preclearance of certain personal securities transactions; periodic reporting of employees' personal securities transactions and holdings; and prompt internal reporting of Code violations. As part of its Code, the Adviser has established procedures to reduce the inherent risk created by potential material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. The Adviser will provide a copy of the Code to any investor or prospective investor upon request. B. Neither the Adviser nor any of its related persons recommend to its Clients securities in which the Adviser or any related persons have a material financial interest. C. The Adviser or related persons may invest in securities that it recommends to Clients. This may create an incentive for the Adviser to allocate securities in favor of the Adviser’s proprietary accounts over the Client accounts. To address these conflicts of interest, the Adviser has implemented personal trading policies within the Code that requires preclearance of personal trades in certain circumstances; requires periodic reporting of employees’ personal securities transactions and holdings; and requires prompt internal reporting of Code violations. D. Subject to the requirements of the Code, the Adviser or related persons may recommend investments to Clients, or make investments for Clients, at or about the same time that the Adviser or its related persons buys or sells the same investments for their own personal account. See Item 11.C. above for a discussion on how these conflicts of interest are addressed. E. The Adviser will allocate investments among the accounts of its Clients in a manner which it believes to be fair and equitable. The Adviser will not allocate investment opportunities based on anticipated compensation or profits to the Adviser, any affiliates or its professionals. In addition, no allocations will be made to a personal account of any employee of the Adviser. To ensure fairness in the allocation of investment opportunities amongst Clients, the Adviser will allocate investment opportunities with regard to the suitability of such investments to each Client. In determining the suitability of each investment opportunity for a Client, consideration will be given to a number of factors, the most important being the Advisory Client’s investment objectives, strategies, guidelines, existing

portfolio composition and cash levels, as well as legal, tax and regulatory suitability. The Adviser may, however, determine not to allocate investments that may be suitable for multiple Clients in accordance with the above standard allocation method for a variety of reasons that are set forth in the trade allocation policy adopted by the Adviser.

A. The Adviser has complete discretion to determine, subject to each Clients disclosed investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the broker-dealers and other financial intermediaries will use in effecting the transactions for Clients, and the commission rates to be paid for such transactions.

Brokerage The Adviser selects the broker-dealers and other financial intermediaries used to effect transactions on behalf of its Clients. The Adviser has an obligation to execute securities brokerage transactions for Client accounts through broker-dealers that we believe will provide “best execution.” In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although we will seek competitive rates, we may not necessarily obtain the lowest possible commission rates for a specific client account transaction. The transactions executed by the Clients may be cleared through, and the Clients’ investment instruments may be held by, a number of financial institutions the Adviser will select on terms negotiated with each such financial institution individually. Subject to the Adviser’s Offering Documents, the Adviser may use a variety of financial institutions both to take advantage of differing expertise and capabilities and to avoid, due to credit concerns, having all investment instruments concentrated at one firm.

Brokerage for Client Referrals In selecting or recommending broker-dealer for client accounts, neither the Adviser nor its related person will consider the receipt of client referrals when selecting broker-dealers to execute transactions.

Directed Brokerage The Managed Accounts will have designated firms to serve as both the custodian and prime broker for its assets. The Managed Accounts, however, will not routinely recommend, request or require the Adviser to execute transactions through a specified broker-dealer. The executing brokers retained by Merewether will be selected by the Adviser at its sole discretion.

Soft Dollars The Adviser may receive from a Clients’ broker-dealers, products and services in addition to brokerage services. A portion of the commissions generated on the Clients’ brokerage transactions may generate “soft dollar” credits that the Adviser is authorized to use to pay for research and other nonresearch related services and products used by the Adviser or its affiliates. The Adviser may enter into “soft dollar” arrangements with one or more broker-dealers whereby the Adviser will

direct securities transactions to the broker-dealer in return for research products and services from the broker-dealer. The Adviser will use the research and services in making investment decisions for the applicable Client. The Adviser may also enter into “soft dollar” arrangements to cover Client expenses or costs and expenses of the Adviser to the extent such arrangements are permitted by law. The Adviser has authority to use “soft dollar” credits generated by the Clients’ securities transactions to pay for expenses that might otherwise have been borne by the Adviser. This may give the Adviser an incentive to select brokers or dealers for Client transactions, or to negotiate commission rates or other execution terms, in a manner that takes into account the soft dollar benefits received by the Adviser rather than giving exclusive consideration to the interests of the Client. In the event that the Adviser elects to use soft dollars, it intends to limit such use to services that fall within the safe harbor afforded by Section 28(e) of the Securities Exchange Act of 1934, as amended, or such services that are otherwise reasonably related to the investment decision-making process. The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by the investment adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment adviser. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). The use of brokerage commissions to obtain investment research services and to pay for the administrative costs and expenses of the Adviser may create a conflict of interest between the Adviser and its Clients. Research and brokerage products and services may be used by the Adviser in servicing some or all of the Adviser’s Clients. In addition, some research and brokerage may not be used by the Adviser in servicing the Clients whose commission dollars provided for the research or brokerage. In addition, the availability of these non-monetary benefits may influence the Adviser to select one broker rather than another to perform services for its Clients. B. In managing Clients’ portfolios, the Adviser may aggregate trades if it believes that doing so is consistent with its duty to seek best execution and to negotiate more favorable commission rates or other transaction costs than might be paid if orders are placed independently. When Advisory Client trades in the same security or other instrument cannot be aggregated into a single order, the Adviser will direct the trades to the market in a way that seeks to best achieve equivalent treatment. Trade Allocations Trade allocation decisions are made in a manner that is both fair and equitable to all of its Advisory Clients. The Adviser will take steps to ensure that no Client will be systematically disadvantaged by the aggregation, placement or allocation of trades. If the Adviser has determined to invest at the

same time for more than one of Clients, the Adviser will generally place combined orders for all such accounts simultaneously, and if all such orders are not filled at the same price, it will generally average the prices paid. Trade Error Policy The Adviser may from time to time make trade errors. Trade errors are not errors in judgment, strategy, market analysis, economic outlook, etc., but rather errors in implementing specific trades which the Adviser had determined (rightly or wrongly) to make. Trade errors include, for example, purchases or sales of securities that the Adviser knows or should have known were not legally authorized for a Client’s account, purchases or sales of securities not authorized by the Client’s investment advisory contract, and failure to place a portfolio manager’s order to purchase or sell securities as intended, such as by transacting in the wrong securities or for the wrong amount, or effecting a buy instead of a sell. The Adviser seeks to promptly correct any trade errors incurred by a Client account. It is the Adviser’s goal to reduce the number and frequency of trade errors. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines or restrictions occur, the Adviser’s error correction procedure is to ensure that Clients are treated fairly. The Adviser has discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy and the relevant Offering Documents.

A. The Adviser does not receive any economic benefit, including sales awards or prizes, from any third party for providing advisory services to its Clients. B. The Adviser utilizes third-party placement agents in connection with the sale of interests in the Funds and compensates such third-party placement agents for their services.

There are no legal or disciplinary events that are material to a Client or prospective client’s evaluation of Merewether’s advisory business or the integrity of its management.

A. The Adviser is responsible for reviewing Client investment portfolios. The principal of the Adviser is responsible for reviewing Client investment portfolios on a continuous basis relating to, among other factors, position sizes; security positions; exposure levels; margin requirements and investment opportunities. B. See Item 13.A. above. C. The Adviser provides written periodic financial reports, such as audited annual financial statements to the Investors in the Funds. Merewether or the custodian of the Managed Accounts provides a written account statement or report to the Managed Accounts on a periodic basis, depending on the terms negotiated between the Managed Accounts and Merewether. The reports include the performance of the account along with other information as agreed by Merewether and the Managed Accounts.

The Adviser is deemed, under Rule 206(4)-2 of the Advisers Act, to have custody of the assets of the Funds by virtue of the common control of the Adviser and the general partner of the Funds. All assets and securities of the Funds are held by qualified custodians. As noted in Item 13 above, Investors receive annual financial statements audited by an independent public accounting firm. Fund investors are urged to carefully review these statements. Merewether is not deemed to have custody of the assets held in the Managed Accounts. The Managed Accounts do not surrender ownership of any cash or securities comprising the assets in its accounts. Merewether may not remove any cash or securities from a Managed Account and the assets subject to supervision will be maintained in street name in the respective Managed Account’s custody with the custodian and/or broker-dealer selected by the Managed Accounts and set forth in each respective investment management agreement. Managed Accounts should carefully review account statements received from the broker-dealer, bank or other qualified custodian. Merewether periodically evaluates its status under the custody rule to determine any change.

Merewether exercises full discretionary authority in managing the investments made by the Funds based on the Funds’ investment objectives, policies, and strategies disclosed in its Offering Documents. Merewether contractually assumes discretionary authority over the assets of the Funds under an investment management agreement entered among Merewether, the Funds and its general partner. The Managed Accounts appoint the Adviser as agent and attorney-in-fact, with full power and authority in the Adviser’s sole and absolute discretion to purchase, sell (including short sale), tender, exchange, convert or exercise and otherwise acquire or dispose of and trade and deal in or with the investments for the Managed Accounts in such manner as the Adviser considers appropriate, consistent with its strategies and the limits fully described in its investment management agreement.

A. The Adviser exercises proxy voting authority on behalf of Clients. The Adviser may refrain from voting proxies at its discretion. The Adviser generally receives proxies from the prime broker. The Adviser must act as a fiduciary when voting proxies on behalf of its Clients. In that regard, the Adviser seeks to avoid possible conflicts of interest in connection with proxy voting. In the event that the Adviser engages in proxy voting, it will comply with its written policies and procedures governing the voting of client securities to ensure such proxies are voted in the best interests of its Clients. If a material conflict is identified, the principal, or such other designee (in consultation with outside compliance consultants and/or legal counsel) will determine what course of action is in the best interests of the affected Clients (which may include utilizing an independent third party to vote such proxies). Further, Merewether will determine whether it is appropriate to disclose the conflict to affected Clients. In the event the Adviser participates in proxy voting, the Adviser will keep record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received and internal documents created that were material to voting decisions, each client request for proxy voting records, and Merewether’s response for the previous five years. Investors do not have the ability to direct proxy votes. Advisory Clients may obtain additional information regarding how Merewether voted proxies and may obtain a copy of Merewether’s proxy voting policies and procedures by contacting Compliance@merewetherinvestment.com B. As discussed above, Merewether has the authority to vote Client securities.

A. Merewether does not require or solicit prepayment of more than $1,200, six months or more in advance. B. Merewether does not believe it has any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to its Clients. C. Merewether has not been the subject of a bankruptcy petition at any time during the past ten years.