THOMIST CAPITAL MANAGEMENT, LP

Background Thomist Capital is a Texas limited partnership that was formed in October 2018 for the purpose of providing discretionary portfolio management and investment advisory services to pooled investment vehicles. Thomist Capital is headquartered in Houston, Texas. Brian Kuzma, who is the sole member and the general partner of Thomist Capital, is the principal owner of the Firm (the “Principal”). Advisory Services Thomist Capital intends to provide discretionary portfolio management and investment advice to one affiliated (sponsored) private pooled investment vehicle, The Thomist Fund, LP (the “Fund”). Thomist Capital will provide its investment advisory services to the Fund pursuant to an investment management agreement between Thomist Capital and the Fund. Information about the Fund, and the particular investment objectives, strategies, restrictions, guidelines and risks associated with an investment, is described in the Fund’s governing documents, which are made available to investors only through Thomist Capital. In addition to the Fund, the Firm also offers investment advisory services to separate qualified clients on a discretionary basis (each, a “Managed Account” and collectively the “Managed Accounts”). The Fund and Managed Accounts shall be referred to herein as “Clients”. Thomist Capital’s strategy is to combine deep energy equity expertise and idea generation with the flexibility to execute trades in both the equity and commodity futures markets. Thomist Capital’s view is that energy and industrial equities price in long-term fundamentals before the commodity market reacts, creating an arbitrage opportunity in both these markets. Thomist Capital intends to maintain the Clients’ long/short equity portfolio close to market neutral and to maintain its commodity portfolio close to oil beta neutral. By straddling both the equity and commodity futures markets, Thomist Capital expects to have the opportunity to use bottoms-up research to limit exposure to the physical commodity markets. Pursuant to an investment management agreement (the “Investment Management Agreement”), Thomist Capital, LLC, the general partner of the Fund (the “General Partner”), has engaged Thomist Capital to provide discretionary asset management and other administrative services to the Clients in accordance with the Client’s private placement memorandum, limited partnership agreement, investment management agreements and/or other similar disclosure and governing documents (collectively, the “governing documents”). Thomist Capital’s investment advisory services consist of managing the Clients portfolio of investments, including sourcing, selecting, determining investments in, and monitoring investments by the Clients and the execution of transactions on behalf of the Clients. Thomist Capital provides investment advisory services to the Clients in accordance with the investment objectives, policies, and guidelines set forth in the Clients governing documents, and is not tailored to the individualized needs or objectives of any particular investor or limited partner (“Limited Partner”). An investment in the Fund by an investor does not, in and of itself, create an advisory relationship between the investor and Thomist Capital. Investors are not permitted to impose restrictions or limitations on the management of the Fund. The General Partner may enter into side letter agreements or arrangements with one or more investors in the Fund that alter, modify, or change the terms of the interests held by such investors.

ALL DISCUSSION OF THE FUND IN THIS BROCHURE, INCLUDING BUT NOT LIMITED TO ITS INVESTMENTS, THE STRATEGIES USED IN MANAGING THE FUND, AND CONFLICTS OF INTEREST FACED BY THOMIST CAPITAL IN CONNECTION WITH THE MANAGEMENT OF THE FUND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE FUND’S GOVERNING DOCUMENTS. Wrap Fee Disclosure Thomist Capital does not participate in or sponsor any wrap fee programs. Assets Under Management As of December 31, 2025, Thomist Capital managed approximately $736,179,983 in discretionary assets and $0 in non-discretionary assets. The SEC has adopted a uniform method for advisers to calculate assets under management for regulatory purposes which it refers to as an adviser’s “regulatory assets under management.” Regulatory assets under management are generally an adviser’s gross assets, i.e., assets under management without deduction for outstanding indebtedness or other accrued but unpaid liabilities. Thomist Capital will report changes to its regulatory assets under management in Item 5 of Part 1 of Form ADV which you can find at www.adviserinfo.sec.gov.

In consideration for Thomist Capital’s advisory and other services, Thomist Capital and/or certain of its affiliates (e.g. the General Partner or a “special limited partner”) generally are entitled to receive management fees, and may receive performance allocations, with respect to the Fund. While the fees and compensation applicable to the Fund are described in detail in the applicable governing documents, an overview of Thomist Capital’s basic fee schedule is summarized below. A potential investor should read and review all governing documents in their entirety before making any investment decisions. The Fund currently has one series of limited partner interests available for subscription into the Fund, “Series B Interests.” In the case of Managed Accounts, applicable fees and expenses are separately negotiated with Thomist Capital and thus, fees and expenses for Managed Accounts differ from those of the Fund, as described below. Details concerning fees and expenses are set forth in their investment management agreements. Fee Schedules Management Fee. In consideration for its advisory services to the Fund, Thomist Capital shall receive a “Management Fee” equal to: (a) with respect to each Capital Account corresponding to Series B Interest an annual rate of 2.0% will be charged. The Management Fee, which is directly deducted from the capital account balances of fee-paying investors in the Fund, is calculated and paid in advance on the first business day of each calendar month. The Management Fee obligation of the Fund, and its investors, may only be terminated or

modified as provided by the Fund’s governing documents and the Investment Management Agreement. The Management Fee is pro-rated for partial periods. Performance Allocation. The General Partner is entitled to a performance allocation at the end of each calendar year (the “Performance Allocation”), which is calculated and charged separately with respect to each Limited Partner’s Capital Account. For a Capital Account corresponding to a Series B Interest, 30%, of the amount by which (a) the positive Performance Change (defined below) for such calculation period for such Capital Account, if any, exceeds (b) any positive balance in the carryforward account associated with such Capital Account as of the most recent prior data as of which any adjustment has been made thereto. A Capital Account’s “Performance Change Amount” for any calendar year equals: (i) the sum of the balance of such Capital Account as of the close of the calculation period (after giving effect to any Management Fee charges and all allocations to be made to such Limited Partner’s Capital Account as of such date, including such Limited Partner’s allocable share of any profits or losses attributable to such Capital Account and any credits or debits of any applicable carrying charge associated therewith other than any Performance Allocation to be debited against such Capital Account), plus (b) any debits to such Capital Account during the Calculation Period to reflect any actual or deemed distributions or withdrawals with respect to the Interest corresponding to such Capital Account (excluding any distributions or withdrawals or permitted transfers representing amounts of Positive Performance Change with respect to which the Performance Allocation was applied during such Calculation Period due to a partial withdrawal or transfer), plus (c) any debits to such Capital Account during the Calculation Period to reflect any items allocable to such Capital Account; and (ii) the sum of (a) the balance of such Capital Account as of the commencement of the Calculation Period, plus (b) any credits to such Capital Account during the Calculation Period to reflect any contributions to such Capital Account. The Performance Allocation is calculated and charged to each Capital Account as of the last day of each calendar year. The Performance Allocation is also calculated and charged with respect to any Capital Account from which there is a permitted or required withdrawal as of any time other than the above day on the basis of net profits allocated to such Capital Account through the Withdrawal Date (as defined below). The Performance Allocation with respect to any Limited Partner may be waived or reduced by the General Partner in its sole discretion. The General Partner, on behalf of the Fund, may enter into side letter agreements with one or more Limited Partners providing for revised economic terms, including, but not limited to, distribution provisions with respect to such Limited Partner that differ from those set forth above. A conflict may arise where some Limited Partners receive more favorable overall economic terms and other Limited Partners will not participate in such terms. The General Partner will promptly deliver to Limited Partners a copy of any side letter agreement providing for economic terms that vary from

those set forth in the Fund’s governing documents, but will not apply the revised economic terms to all Limited Partners. Other Fees and Expenses Except as otherwise provided below and in the Investment Management Agreement, the General Partner and Thomist Capital each pays all of its own operating, administrative and overhead costs without reimbursement by the Fund. The Fund pays or reimburses the General Partner and Thomist Capital for all costs, fees and expenses arising in connection with the Fund’s organization, operations and investments. Expenses payable by the Fund include the following: Direct Expenses. All costs, fees and expenses directly incurred by the Fund (or on behalf of the Fund) in connection with its organization, operations and Investments, including the costs, fees and expenses associated with: i.

the organization of the Fund, including filing, legal and accounting fees, which such organizational costs, fees and expenses may be expensed immediately, or in the General Partner’s discretion, amortized in whole or in part and capitalized over a period of up to 60 calendar months from the date of the first contribution of capital by a Limited Partner to the Fund, which may result in an exception to GAAP, so long as such exception does not result in a qualified opinion;

ii.

the Fund’s compliance with any applicable law, rule or regulation (for example, filing of the Certificate and any amendments thereto and filings made in the name of the Fund with regulatory authorities, such as any Form D under the Securities Act or other regulatory filings where the Fund is the reporting or filing person);

iii.

financial and tax accounting, bookkeeping, valuation services, reporting or administrative services provided to, or on behalf of, the Fund (e.g., any administrator of the Fund), including the cost of any audit of the Fund’s financial statements and the preparation of its tax returns;

iv.

Management Fees;

v.

except as provided otherwise in the Partnership Agreement, any withholding, transfer or other taxes imposed or assessed on, or payable by, the Fund (including any interest and penalties);

vi.

meetings and other out-of-pocket expenses of the Conflicts Committee (including transportation, lodging, meals and other related expenses);

vii.

any meeting held in connection with the business of the Fund (including transportation, lodging, meals and other related expenses);

viii.

the winding up and liquidation of the Fund;

ix.

any litigation or investigation involving Fund activities, including fees of legal counsel or other experts or consultants;

x.

the indemnification obligations of the Fund;

xi.

the maintenance of “directors and officers,” “errors and omissions” or similar liability insurance for the benefit of the Fund; and

xii.

the researching, marketing, holding, monitoring or disposing of Investments or prospective Investments (whether or not consummated), including, without limitation:

a. initial and ongoing specialized research and due diligence costs related to an Investment, including those incurred to engage appraisers, accountants, legal counsel, sub-advisers, other consultants or experts related to an Investment; b. brokerage commissions and other execution and transaction costs (including trade errors that are not the result of Thomist Capital’s willful misconduct, bad faith or gross negligence or as otherwise required by applicable law); c. interest on, and commitment fees and expenses associated with, debt balances or borrowings and borrowing charges on Investments sold short; d. exchange, clearing and settlement charges; e. fees and expenses of any third-party providers of “back office” and “middle office” services relating to trade settlement; and f.

bank service fees and custody fees.

Indirect Expenses. All costs, fees and expenses incurred by the Fund, the General Partner, Thomist Capital or their respective affiliates in connection with the Fund’s organization, operations and investments, including the costs, fees and expenses associated with compliance, regulatory filings or regulatory inquiries related to the Fund’s investments or business as an investor (regardless of whether the reporting person is the Fund, the General Partner, Thomist Capital or their respective affiliates), including, but not limited to: i.

regulatory filings made with the Commodities Futures Trading Commission, the National Futures Association or the Securities and Exchange Commission (including, without limitation, securities filings under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, such as Schedules 13D/G, Form 13H, Forms 3, 4, and 5 and the costs associated with filing Form 13F);

ii.

costs associated with filing of Form PF or Form CPO-PQR (as may be applicable); and

iii.

reports to or filings with the Federal Trade Commission, Department of Justice, Bureau of Economic Analysis, Department of Treasury and other domestic or foreign regulatory agencies that result from the Fund’s holding of Investments (including FATCA).

General Partner and Thomist Capital Expenses Paid By the Fund. The following costs, fees and expenses of the General Partner or Thomist Capital in connection with their operations related to the Fund and its investments, including: i.

the initial formation of the General Partner and Thomist Capital;

ii.

specific expenses incurred in obtaining and maintaining systems, research and other information, including but not limited to information service subscriptions and software tools, programs or other technology utilized in managing the investments (including thirdparty software licensing and implementation), such as tools, programs or technology used for portfolio management, valuations and accounting purposes (including the costs of statistics and pricing services) and service contracts for quotation equipment (e.g. Bloomberg terminals) and related hardware, software, phone and internet charges; and

iii.

the maintenance of “directors and officers,” “errors and omissions” or similar liability insurance for the benefit of the General Partner, Thomist Capital, or any other Indemnified Person (as defined in the Partnership Agreement). The General Partner and Thomist Capital may use “soft dollars” generated by the Fund. However, the General Partner and Thomist Capital must use their commercially reasonable efforts to use any such “soft dollars” generated by the Fund to pay for Partnership expenses in a manner consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, prior to using such “soft dollars” for the benefit of themselves or any advisory accounts. See “Brokerage and Custody.” If the General Partner, Thomist Capital or their Affiliates, as appropriate, incurs any Fund expenses for the account or for the benefit of, or in connection with its activities or those of its Affiliates on behalf of, both the Fund and any other advisory account, the General Partner or Thomist Capital, as appropriate, will allocate such expense among the Fund and each such advisory account in a manner consistent with Thomist Capital’s expense allocation policies, as may be amended from time to time, or such other manner as the General Partner considers fair and reasonable.

Other Compensation Other than as described above, neither Thomist Capital nor any of its supervised persons receive any compensation from the sale of securities, as defined in section 2(a)(18) of the Advisers Act, or other pooled investment vehicle products, including asset-based sales charges or service fees from the sale of shares of an open-end investment company (e.g., mutual fund).

The following is a summary of the investment strategies and methods of analysis employed by Thomist Capital on behalf of the Clients. This summary should not be interpreted to limit in any way Thomist Capital’s investment activities. Thomist Capital may offer any advisory services, provide advice with respect to any investment strategies and make any investments, including those that may not be described

in this Brochure, that Thomist Capital considers appropriate, subject to each Clients’ investment objectives and guidelines. Specific descriptions of such strategies and methods are included in each Client’s governing documents. In the case of sub-advised or separate accounts managed by Thomist Capital, the investment strategies and methods of analysis employed on behalf of each managed account will be set forth in the Management Agreement between the managed account and Thomist Capital or in other related documents. There can be no assurance that the investment objectives of any Client will be achieved. Methods of Analysis and Investment Strategies The Fund is a market-neutral investment fund focused primarily on the Energy, Power, AI, Mining, Materials, Transportation, and Industrial sectors. Founded in 2019 by Brian Kuzma, the Fund seeks to generate long-term, risk-adjusted absolute returns by isolating alpha in both equity and commodity markets while minimizing exposure to broad market, sector, and commodity price movements. Mr. Kuzma and Mr. Moncrief serve as Co-Chief Investment Officers of the Fund and oversee the investment program conducted by the Investment Manager. Research and Idea Generation The Fund operates as a Multi-PM platform composed of sector-specialist Portfolio Managers (“PMs”) and analysts who cover the subsectors in which they invest. The Co-CIOs supervise all PM teams, maintain responsibility for overall portfolio construction, and have ultimate discretion over risk management and positioning. A defining feature of the Fund’s investment organization is the integrated research model wherein PMs are responsible for both equities and their related commodity markets. This cross-market coverage enables Thomist Capital to identify fundamental linkages, detect relative-value dislocations across markets, and exploit information asymmetries that may arise between physical and financial market participants. When appropriate, Thomist Capital may pursue opportunistic commodity trades informed by equity-driven insights, subject to the Fund’s risk, liquidity, and mandate constraints. The Fund employs a high-turnover trading style—generally 20x or greater annually—that combines deep fundamental analysis with a dynamic, path-dependent execution framework. While the underwriting of each investment begins with fundamental research, position sizing, entry, exit, and hedging decisions are influenced substantially by near-term catalysts, market microstructure, and the evolving risk-reward profile of each trade. Equity Strategy The Fund’s core business is its equity strategy, which focuses on idiosyncratic, fundamental opportunities within the Energy, Power, AI, Mining, Materials, Transportation, and Industrial sectors. PMs and analysts seek to identify companies experiencing short-term dislocations, structural mispricing’s, corporate events, changes in supply-demand dynamics, or other catalysts not yet reflected in market valuations. Thomist Capital seeks to construct an equity portfolio that is market-neutral and substantially hedged with respect to broad market and sub-sector exposures. Portfolio construction emphasizes the isolation of stockspecific alpha, and Thomist Capital generally seeks to minimize directional views on sector-level or commodity-driven beta. Thomist Capital expects that the Fund’s equity positions will typically represent approximately 80% to 100% of the Fund’s total portfolio volatility exposure. Commodity Strategy In addition to its equity strategy, the Fund may engage in opportunistic investments in commodities and related derivatives, including—but not limited to—futures, forwards, swaps, spreads, and product or

regional differentials. These trades are generally pursued when Thomist Capital identifies fundamental mispricing’s, supply-demand distortions, or basis anomalies that can be exploited with limited directional risk. Thomist Capital does not seek to express broad directional views on oil or other major commodities. Instead, commodities are used as a supplemental, uncorrelated source of alpha that leverages the team’s integrated research coverage. Thomist Capital anticipates that the commodity strategy will generally account for 0% to 20% of the Fund’s total portfolio volatility exposure, although actual exposure may vary depending on market conditions and opportunity set. Risk Management Risk management is a central component of the Clients. Thomist Capital has extensive experience developing, implementing, and adhering to a disciplined risk management framework within a market-neutral portfolio. The objective of the Fund’s risk management process is to identify, quantify, and mitigate unintended exposures while preserving the flexibility required to exploit idiosyncratic opportunities. Position-Level Risk Thomist Capital evaluate each investment relative to its liquidity, profile, distribution of potential outcomes, catalyst path, and expected trade evolution. Position sizing is determined not only by fundamental conviction but also by the anticipated path dependency of each trade, including volatility dynamics, near-term catalysts, and market microstructure considerations. Thomist Capital intends to conduct weekly proactive reviews of any positions that exceed 10% of the Fund’s gross exposure. These reviews assess the continued validity of the investment thesis, catalyst timing, factor behavior, and liquidity conditions. Portfolio Level Risk Monitoring Thomist Capital utilizes proprietary custom-built portfolio tools designed to monitor correlations , factor sensitivities, and systemic risk across the portfolio. These tools provide a real-time view of how individual positions interact and how exposures may concentrate under different market regimes. Thomist Capital regularly evaluates the volatility profile of the portfolio and performs additional risk reviews when predefined drawdown thresholds are reached at the PM, strategy, or overall portfolio level. These reviews may result in position reductions, de-risking measures, or adjustments to hedging overlays. In managing the Fund, Thomist Capital seeks to avoid persistent exposure to directional market, factor, or commodity trends; however, such exposures may arise due to market conditions. Risks of Loss Clients should understand that all investment strategies and the investments made when implementing those investment strategies involve risk of loss and Clients should be prepared to bear the loss of assets invested. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a Client’s investments fluctuates due to market conditions and other factors. The investment decisions made and the actions

taken for Clients accounts are subject to various market, liquidity, currency, economic and political risks, and will not necessarily be profitable. Past performance of Client accounts is not indicative of future performance. Investing with Thomist Capital involves a high degree of risk for the Client and is suitable only for persons having substantial financial resources who understand the long-term nature, the consequences, and the risks associated with the investment strategy. There can be no assurance that Thomist Capital’s investment program will be profitable or that any particular Client will not incur losses in its account. Investment and Trading Risks in General All investments risk the loss of capital. No guarantee or representation is made that the Clients’ investment program will be successful, and investment results may vary substantially over time. Prospective investors should carefully consider the following factors in evaluating the merits and suitability of an investment in Interests. Market Risk The profitability of a significant portion of the Clients’ investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that Thomist Capital will be able to predict accurately these price movements. Failure to accurately predict market movements may adversely affect the ability of Thomist Capital to execute trade orders at desired prices in rapidly moving markets. With respect to the investment strategy utilized by the Clients, there is always some, and occasionally a significant, degree of market risk. Some U.S. exchanges limit fluctuations in certain prices during a single day by imposing what are known as “daily price fluctuation limits” or “daily limits.” The existence of “daily price limits” or “daily limits” may reduce liquidity or effectively curtail trading in particular markets. Once the price of a particular contract has increased or decreased by the daily limit, positions in the contract can effectively neither be taken nor liquidated. Contract prices in various investments have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Clients from promptly liquidating unfavorable positions and subject the Clients to substantial loss, which could exceed the margin initially committed to such trades. Daily limits may reduce liquidity, but they do not limit ultimate losses, as such limits apply only on a day-to-day basis. In addition, even if contract prices have not moved the daily limit, the Clients may not be able to execute trades at favorable prices if there is only light trading in the contracts involved. As part of its emergency powers, an exchange or regulatory authority can suspend or limit trading in a particular investment or commodity interest, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. The possibility also exists that governments may intervene to stabilize or fix exchange rates, restricting or substantially eliminating trading in the affected currencies. Competitive Markets The investments industry in general, and the markets in which the Clients intend to trade, are extremely competitive. In pursuing its trading methods and strategies, the Clients will compete with investment firms, including many of the larger investment advisory and private investment firms, as well as institutional investors and, in certain circumstances, market-makers, banks and broker-dealers. In relative terms, the Clients have little capital and may have difficulty in competing in markets in which its competitors have substantially greater financial resources, larger research staffs and more trading professionals than Thomist

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As discussed in Item 4 of this Brochure, Thomist Capital provides discretionary portfolio management and investment sub-advisory services to the Fund. In addition, Thomist Capital provides discretionary portfolio management and investment advisory services (directly or indirectly through a sub-advisory arrangement with the client's primary investment adviser) to separately managed accounts or privately offered pooled investment partnerships or vehicles other than the Fund (the “Managed Accounts”). The investors in the Fund may include high-net worth individuals, partnerships, pensions and profit-sharing plans and other institutional investors. The offering of interests to investors in the Fund is not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any U.S. state or any other jurisdiction. The offering is made to U.S. persons in accordance with Regulation D promulgated under the Securities Act by the SEC and to non-U.S. persons in accordance with Regulation S promulgated under the Securities Act by the SEC. The Fund is not registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), in reliance upon an exemption from registration provided by Section 3(c)(1) thereunder.

As stated above in Item 5 of this Brochure, the General Partner is entitled to receive performance-based fees or allocations with respect to each investor in the Fund. These payments are subject to Section 205(a)(1) of 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 defined in Rule 205-3(d)(1) of the Advisers Act. Performance-based fees and allocations could motivate Thomist Capital, due to its relationship with its affiliates, to make investment decisions that are riskier or more speculative than would be the case if these arrangements were not in effect. In addition, because performance-based fees or allocations with respect to the Fund may be calculated on a basis that includes both realized and unrealized appreciation in the Fund’s portfolio based upon values assigned by Thomist Capital, the Firm faces a conflict of interest in valuing the Fund’s portfolio. Certain individual employees and affiliates of the Firm who are compensated to some extent based upon investment profits for which they are responsible face the same potential conflicts. Additionally, there are potential conflicts posed by the firm’s management of separately managed accounts. Specifically, lower management fee and performance fee rates paid by the separately managed account client have the potential for the Firm to favor the Fund. Additionally, Firm principals and employees are investors in the Fund which may cause the Firm to favor the Fund. Thomist Capital addresses these conflicts through full and fair disclosure in the applicable governing and/or offering documents, this Brochure, and compliance policies and procedures.

Affiliated Broker-Dealers Thomist Capital and its affiliates are not registered, nor has an application pending to register, as a brokerdealer or a registered representative of a broker-dealer. Thomist Capital has no existing or pending affiliations with a broker-dealer or a registered representative of a broker-dealer. Affiliated CPO and/or CTA In connection with its services to the Clients, Thomist Capital is registered as a commodity pool operator and a commodity trading advisor with the Commodity Futures Trading Commission (“CFTC”). Thomist Capital has no existing or pending affiliations with a futures commission merchant, commodity pool operator, a commodity trading advisor. The CFTC does not pass upon the merits of participating in a pool or upon the adequacy or accuracy of an offering memorandum. Consequently, the CFTC has not reviewed or approved the Fund’s offering or any offering memorandum for the Fund or any of its subsidiaries that may be defined as commodity pools. Relationship or Arrangements with Affiliates and/or Related Persons Neither Thomist Capital, nor its principals or any executive officer has any relationship or arrangement with a related person that is material to its advisory business or its Clients or could create a material conflict of interest with Clients. Other Activities and Affiliations Other than Thomist Capital’s relationship with the General Partner or other affiliate which may be entitled to received capital-gains based compensation (such conflict being addressed through full and fair disclosure in the applicable governing and/or offering documents, this Brochure, and compliance policies and procedures as discussed in Item 6), the Firm does not have any other activities or affiliates which creates a material conflict of interest with Clients. Conflicts Related to Affiliations and Other Legal Restrictions Thomist Capital may be restricted by law, regulation, or contract as to how much of a particular security it may invest on behalf of a Client, and as to the timing of a purchase or sale. For example, holdings of a security on behalf of Thomist Capital’s Clients may, under some SEC or state regulations, be aggregated with the holdings of that security by its affiliates. These holdings, on an aggregate basis, could exceed certain regulatory reporting thresholds unless Thomist Capital, as well as its affiliates, monitor and restrict additional purchases.

Thomist Capital has adopted a written Code of Ethics reasonably designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Advisers Act (the “Code”). The Code sets forth a standard of business conduct and compliance with federal securities laws by all of employees. The Code contains policies and procedures that ensure that all personal securities trading by employees of Thomist Capital is conducted in such a manner as to avoid actual or potential conflicts of interest or any abuse of an

individual's position of trust and responsibility. Thomist Capital prohibits personal trading on certain securities or instruments; requires pre-clearance of personal trades in certain circumstances, including purchases of an IPO or a new private placement; requires periodic reporting of employees' personal securities transactions and holdings; and requires prompt internal reporting of Code violations. As part of its Code, Thomist Capital has established procedures to prevent the abuse of material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. Because the structure of the Firm would make information barriers impractical, Thomist Capital has not imposed information barriers to restrict the internal flow of possible material, non-public information. Thus, all professionals are deemed to be in receipt of material, non-public information, in all instances where any professional of the Adviser has received material, non-public information, and, therefore, may not trade on the basis of that information. A complete copy of Thomist Capital’s Code of Ethics is available to any Client or prospective Client upon request. Affiliates of the Adviser serve as the General Partners to certain Funds, which issue partnership interests to third party investors. Other than with respect to these structures, neither the Adviser nor any of its related persons recommend to the Funds, or buy or sell for Funds, investments in which the Adviser or any related persons have a material financial interest.

The Principal made significant capital commitments to the Fund. Such amounts may be invested pro rata with the limited partners of the Funds in all Fund portfolio investments. Other than any of these investments in the Fund, neither the Adviser nor any of its related persons invest in the same or related securities that either the Adviser or its related persons recommend to the Fund. Neither the Adviser nor any related person recommends investments to the Fund, or makes investments for the Funds, at or about the same time that the Adviser or its related persons buy or sell the same investments for their own account.

The Adviser has complete discretion to determine, subject to each Fund’s disclosed investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the broker-dealers and other financial intermediaries use in effecting the transactions for the Fund, 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 the Fund. The Adviser seeks to obtain “best execution” from these broker-dealers based on a variety of factors. In selecting broker-dealers to effect portfolio transactions, the Adviser may cause the Fund to enter into arrangements pursuant to which the Fund pays transaction costs in an amount greater than would be incurred if another broker-dealer were used. The Adviser is not required to solicit competitive bids or seek the lowest available commission or transaction costs. The transactions executed by the Fund may be cleared through, and the Fund’s investment instruments may be held by, a number of

financial institutions the Adviser selects on terms negotiated with each such financial institution individually. Subject to the Adviser’s Investment Management Agreement with the Fund, the Adviser generally will 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. The Adviser does not permit clients to direct brokerage to a specified broker-dealer. All brokerage transactions will be executed through the broker-dealers selected by the Adviser. At this time, the Adviser utilizes one prime broker, Morgan Stanley & Co LLC, to custody and trade both the Fund and Client accounts. This may restrict the Adviser’s flexibility on obtaining best execution on all trades. Additionally, the Adviser may receive certain products and services that offset certain administrative costs involved in servicing its Clients. The Adviser also may utilize a prime broker to receive investor and client referrals. Since the Adviser does not currently utilize several prime brokers, there is a potential for execution to be impacted, should the prime broker not be able to service the investor or client. Soft Dollars The Adviser or its affiliates may receive from a Client’s broker-dealers products and services in addition to brokerage services. For instance, a portion of the commissions generated on the Fund’s brokerage transactions may generate “soft dollar” credits that the Adviser is authorized to use to pay for research and other non-research 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. Although the Adviser will use the research and services in making investment decisions for the applicable Fund, the Adviser may use such research or services for other Clients and the applicable Fund will generally pay more than the lowest available commissions for execution of these transactions. 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 Clients. When the Adviser uses soft dollars, it limits 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 creates a conflict of interest between the Adviser and the Clients, because the Clients may pay for such products and services that are not exclusively for the benefit of the Clients and that may be primarily or exclusively for the benefit of the Adviser. To the extent that the Adviser is able to acquire these products and services without expending its own resources (including Management Fees paid by the Fund), the Adviser’s use of “soft-dollars” would tend to increase the Adviser’s profitability. In addition, the availability of these non-monetary benefits may influence the Adviser to select one broker rather than another to perform services for the Clients. The Fund’s offering documents specifically authorize these practices to the fullest extent permitted by law. If and when managing multiple Clients with similar investment strategies, the Adviser generally will attempt to aggregate multiple orders for the purchase or sale of the same instrument into block transactions, subject to the overall obligation to achieve best price and execution for the Funds.

Thomist Capital does not receive any economic benefits, including sales awards or prizes, from non-clients for providing investment advice and other advisory services. Currently, neither Thomist Capital nor its related persons directly or indirectly compensate any person who is not advisory personnel for Client referrals. If in the future Thomist Capital enters into such arrangements, this Brochure will be appropriately amended.

This Item requests information relating to legal and disciplinary events in which Thomist Capital or any supervised persons, as defined by the Advisers Act, have been involved that are material to Client’s or prospective Client’s evaluations of Thomist Capital’s advisory business or management. There is no reportable material legal or disciplinary events related to Thomist Capital or any of its supervised persons. In the ordinary course of Thomist Capital’s business, Thomist Capital, its affiliates, and employees have not in the past been subject to any formal or informal regulatory inquiries, subpoenas, investigations, legal or regulatory proceedings involving the SEC, or any other regulatory authorities, including private parties and self-regulatory organizations (SRO).

Mr. Brian Kuzma, the “Portfolio Manager”, has the responsibility to exercise and maintain prudent supervision and control of the Client’s portfolio of investments. As stated in Item 8 of this Brochure, the Portfolio Manager is responsible for overseeing the investment process from the origination of each investment transaction, through asset management and ultimately the realization of the investment. The Portfolio Manager will periodically review and ensure the investment policies, guidelines, and objectives of the Client’s general investment strategy are achieved and attained per the Client’s governing documents. The Portfolio Manager maintains prudence and effectiveness of each portfolio investment of the Client and formulates and oversees the investment process and management of the Client’s assets, and periodically reviews investment strategies and investment performance. In carrying out his duties, the Portfolio Manager performs intra-day, daily, weekly and monthly reviews of the Clients’ portfolios regarding performance, risk, volatility and other statistical analysis. In monitoring a Client’s portfolio of investments, the Portfolio Manager ensures (i) the management of investments and capital actions are consistent and comply with attainment of the Client’s investment policy, objectives and strategy goals, and (ii) the Client’s portfolio is in compliance with legal and regulatory requirements. Nature and Frequency of Reporting The frequency and nature of reports prepared for Clients varies depending on the Client’s requirements and interests. Clients generally receive monthly or quarterly written reports showing portfolio activities and performance on a current and year-to-date basis. Thomist Capital may furnish certain account transaction and portfolio holdings to Clients and their service providers on a more frequent basis. Depending on the type of account, Thomist Capital may also provide oral and/ or written presentations about the account’s performance on a periodic basis. Thomist Capital will also provide Clients, upon request, other information regarding their portfolio within the parameters of its compliance policies. Face-to-face meetings or teleconferences are held at least annually with each Client. Clients may request a meeting with Thomist Capital at any time. With respect to each Client, their qualified custodian generally provides, on at least a quarterly basis, an account statement identifying the amount of the funds and securities in the Clients’ account(s) and any transactions in the Clients’ account(s) during the applicable calendar quarter.

Clients are urged to compare any account statements that they receive from Thomist Capital with the account statements that it receives from its qualified custodians.

Thomist Capital may be deemed, to have custody of certain Clients’ assets. For such Clients, the Adviser maintains custody of Client assets in compliance with applicable rules and regulations. The Adviser utilizes “qualified custodians.” To ensure compliance with Rule 206(4)-2 of the Advisors Act, the Adviser has arranged for the Fund to be audited in accordance with U.S. Generally Accepted Accounting Principles by an independent public accountant registered with the Public Company Accounting Oversight Board, on an annual basis, and ensures that all investors in the Fund are provided with copies of these audited financial statements within 120 days of the end of the Fund’s respective fiscal year. Fund investors are urged to carefully review these financial statements.

Thomist Capital has discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Client, including the selection of, and commissions paid to, broker-dealers. This discretionary authority is subject to terms set forth in the applicable Management Agreement with each respective Client. Additionally, Thomist Capital’s discretionary authority is subject the investment objectives, policies and restrictions as set forth in the governing documents of each respective Client. For Thomist Capital to assume such discretionary authority, each respective Client must enter into a Management Agreement prior to the establishment of an advisory relationship granting such authority.

Unless the Client instructs otherwise in writing, Thomist Capital is granted the power and authority as Client’s proxy and attorney-in-fact to vote, tender, or non-tender, or direct the voting, tendering, or nontendering of securities held in the Clients’ accounts and take actions on behalf of Client with respect to such securities. Due to the very high level of diversification of Thomist Capital’s investment strategies, Thomist Capital generally will not hold significant voting power with respect to any particular issuer. In addition, given the high turnover of Thomist Capital’s investment strategies, it is unlikely that securities held on a particular

record date on behalf of a certain Fund would still be held by that Fund on the date of the vote or when the effects of the matters voted upon would be realized, which significantly reduces the relevance to the Fund of the proxies that Thomist Capital might vote. As a result of the foregoing Thomist Capital has determined that the costs associated with voting proxies outweigh the potential benefits, if any, that would accrue to the Funds from proxy voting. Therefore, it is Thomist Capital’s policy not to vote proxies on behalf of the Funds. Notwithstanding the foregoing, Thomist Capital may vote proxies with the approval of the Chief Compliance Officer, if such voting would be in the best interest of the Funds. Please let Thomist Capital’s Chief Compliance Officer know if you have any questions about these procedures or if you would like detailed information of how any proxies were actually voted. The Chief Compliance Officer can be contacted at logan.moncrief@thomistcapital.com or (832) 678-2412.

Thomist Capital does not solicit prepayment of more than $1,200 in fees per Client six months or more in advance, and thus has not provided a balance sheet according to the specifications of 17 CFR Parts 275 and 279. There is no financial condition that is reasonably likely to occur that would impair Thomist Capital’s ability to meet contractual commitments to Clients. Thomist Capital has not been the subject of a bankruptcy petition during the past ten years.