Thomist Capital Management, LP: investment adviser

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.

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).

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.

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.

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

Capital has or expects to have in the future. In any given transaction, investment and trading activity by other firms will tend to narrow the spread between the price at which a commodity interest or investment may be purchased by the Clients and the price it expects to receive upon consummation of the transaction. Energy Markets The Clients will have significant investments in the energy markets, through investments in securities, derivative instruments or other investments. Energy markets may be subject to short-term volatility due to a variety of factors, including weather, international political and economic developments, breakdowns in the facilities for the production, storage or transport of energy and energy-related products, acts of terrorism, changes in government regulation, and sudden changes in fuel prices. The Clients may be affected to a greater extent by any of these developments than would be the case with a more diversified portfolio of investments. Small and Micro-Cap Stocks Investments in small and micro-capitalization stocks involve greater risk than is customarily associated with larger, more established companies. These companies often have sales and earnings growth rates that exceed those of large companies. Such growth rates may in turn be reflected in more rapid share price appreciation. However, smaller companies often have limited product lines, markets or financial resources, and they may be dependent upon one-person management. These securities may have limited marketability and may be subject to more abrupt or erratic movements in price than securities of larger companies or the market averages in general. Foreign Securities Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar (the currency in which the books of the Clients are maintained) and the various foreign currencies in which the Clients’ portfolio securities will be denominated and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure requirements, and less government supervision and regulation; (iii) political, social or economic instability; (iv) imposition of foreign income, withholding or other taxes; and (v) the extension of credit, especially in the case of sovereign debt. Turnover The Clients may invest on the basis of short-term market considerations. The portfolio turnover rate of these investments may be significant, potentially involving substantial brokerage commissions and fees. Neither Thomist Capital nor the Principal will receive a portion of such commissions and fees. Short-Sales The Clients may effect short sales. Short selling is the practice of selling investments which are not owned by the seller, generally when the seller anticipates a decline in the price of the investments or for hedging purposes. To complete a short sale, the seller must borrow the investments from a third party in order to make delivery to the buyer. The seller generally will be required to pay a brokerage commission or interest which will increase the cost to the seller of selling such investments. The proceeds of the short sale plus additional cash or investments must be deposited as collateral with the lender of the investments to the extent necessary to meet margin requirements; the amount of the required deposit will be adjusted periodically to reflect any change in the market price of the investments which the seller is required to

return to the lender. The seller generally will be entitled to receive payments from the lender with respect to the short sale proceeds and additional cash on deposit with the lender, at negotiated rates typically based on the lender’s short-term borrowing costs. The seller will be obligated to return the investments equivalent to those borrowed at any time on demand of the lender of the investments borrowed by purchasing them at the market price at the time of replacement. Until the investments are replaced, the seller will be required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan of the investments.

Under certain circumstances, including any U.S. or non-U.S. governmental or regulatory action which impacts short selling, the Clients may be prematurely forced out of a short position. The lender of a security used to cover a short position generally has the right to demand the return of the stock that has been loaned at any time. In such event, the Client would be required to replace the borrowed securities by borrowing the securities from another lender. If the Clients were unable to replace the borrowed securities it would be required to close out the short position by buying the security in the market to make delivery. In such event, the Clients could incur a significant loss if the security sold short had increased in value. The “Circuit Breaker Uptick Rule,” limits the Clients’ ability to sell securities short during the day a stock has declined 10% on its listing market and the following day, except for transactions that are at a price that is above the last national best bid. Due to this rule, the Clients may not be able to sell securities short at planned times or at prices it intends. Leverage Subject to applicable margin and other limitations, the Clients may borrow funds in order to make additional investments and thereby increase both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of the Clients’ portfolio would be amplified. Interest on borrowings will be a portfolio expense of the Client and will affect the operating results of the Clients. The Clients may also create leverage through the use of instruments such as options, futures and other derivative instruments. Options Investing in options can provide a greater potential for profit or loss than an equivalent investment in the underlying asset. The value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value. Put and Call Options on Specific Investments The Clients may purchase exchange-listed and over-the-counter (“OTC”) put and call options on specific investments. In addition, the Clients may write and sell covered or uncovered call and put option contracts. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying investments at a stated exercise price at any time prior to the expiration of the option. Similarly, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying investments at a stated exercise price at any time prior to the expiration of the

option. Options written by the Clients may be wholly or partially covered (meaning that the Clients hold an offsetting position) or uncovered. Options on specific investments may be used by the Clients to seek enhanced profits with respect to a particular investment or commodity contract. Alternatively, they may be used for various defensive or hedging purposes. For example, they may be used to protect against a future adverse change in the market price of particular portfolio investments held by the Clients without requiring a sale of the investments. Use of put and call options may result in losses to the Clients, force the sale or purchase of portfolio investments at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, limit the amount of appreciation the Clients can realize on its investments or cause the Clients to hold an investment it might otherwise sell. For example, a decline in the market price of a particular investment could result in a complete losses of the amount expended by the Clients to purchase a call option (equal to the premium paid for the option and any associated transaction charges). An adverse price movement may result in unanticipated losses with respect to covered options sold by the Clients. The use of uncovered option writing techniques may entail greater risks of potential loss to the Clients than other forms of options transactions. For example, a rise in the market price of the underlying investment will result in the Clients realizing a loss on the calls written, which would not be offset by the increase in the value of the underlying investments to the extent the call option position was uncovered. Derivatives Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities, warrants and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire investment, but may also expose the Clients to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk lies with each party with whom the Clients contract for the purpose of making derivative investments. In the event of the counterparty’s default, the Clients will only rank as an unsecured creditor and risks the loss of all or a portion of the amounts it is contractually entitled to receive. Counterparty Creditworthiness In addition to the exchange-traded and exchange-cleared options contracts, the Clients may also invest in the OTC market in contracts which involve dealing with counterparties and their ability to meet the terms of the contracts. In particular, the Clients may enter into repurchase agreements, forward contracts and swap arrangements, each of which expose the Clients to credit risk to the extent that the counterparty defaults on its obligations to perform under the relevant contract. Futures Trading is Speculative and Volatile Commodity interest contract prices are highly volatile. Price movements for commodity interest contracts are influenced by, among other things, changing supply and demand relationships, weather, agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments, domestic and foreign

political and economic events, changes in domestic and foreign interest rates and rates of inflation, currency devaluations and revaluations, and emotions of the marketplace. In addition, governments from time to time intervene, directly and by regulation, in certain markets. Such intervention is often intended to influence prices directly. The Clients are also subject to the risk of the failure of any of the exchanges on which it trades or their clearinghouses. None of these factors can be controlled by the Clients and no assurance can be given that Thomist Capital’s advice will result in profitable trades for the Clients or that it will not incur substantial losses.

Delivery Risk The Clients will take long and short positions in futures during the normal course of business. Futures have specific delivery periods and commitments that require the counterparties to make or take physical delivery of a commodity at a designated location if the contracts are held through the expiry period. The Clients intend to unwind (flatten out) its positions prior to final contract expiry. To the extent that it is unable to do so, the Clients may incur significant costs to offset the obligations that physical delivery presents. The Clients do not intend to take physical delivery of futures. Spread Positions; Arbitrage A part of the Clients’ investment operations may involve spread positions between two or more commodity interest positions, or a combination of the foregoing. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will occur. Such positions, however, do entail a substantial risk that the price differential could change unfavorably causing a loss to the spread position. The Clients’ trading operations also may involve arbitraging between two investments. This means, for example, that the Clients may purchase (or sell) investments (i.e., on a current basis) and take offsetting positions in options in the same or related investments. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will occur. These offsetting positions entail substantial risk that the price differential could change unfavorably causing a loss to the position. Forward Contracts The Clients may enter into forward contracts for the trading of certain investments, such as energy commodities, currencies and precious metals, with United States and foreign banks and currency and precious metals dealers and counterparties. A forward contract is a contractual obligation to buy or sell a specified quantity of a commodity at or before a specified date in the future at a specified price and, therefore, is similar to a futures contract. Unlike futures contracts, forward contracts typically do not trade on an exchange. While forward contracts generally are not subject to regulation by the Securities and Exchange Commission (the “SEC”) or the Commodities Futures Trading Commission (the “CFTC”), certain forward contracts with embedded volumetric optionality and other similar characteristics may be treated as swaps and subject to regulation by the CFTC. Forward contracts generally are not required to be entered into through CFTC-registered designated contracts markets (“DCMs”) or swaps execution facilities (“SEFs”) and therefore will be entered into bilaterally with dealers and banks that are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they are prepared to buy and that at which they are prepared to sell. The Clients will absorb the “bid-ask” spread incorporated into the price of forward contracts. Index Contracts

The Clients may, but are not required to, utilize various other instruments to seek to hedge against the risk of changes in the level of prices of broad market averages or indices, as well as narrower indices or baskets of investments. These hedging strategies may be executed through the use of exchange-traded equity index options or futures contracts or options thereon, standardized or individually negotiated over-the-counter contracts or other forms of derivative contracts (collectively, “Index Contracts”). Index Contracts have risks associated with them including possible default by the other party to the transaction, illiquidity and, to the extent Thomist Capital’s view as to certain market movements is incorrect, the risk that the use of such index contracts could result in losses greater than if they had not been used. Moreover, the lack of complete correlation between price movements of index contracts and price movements in the portfolio position of the Fund creates the possibility that losses in the value of the Fund’s position may be greater than the gain on the hedging instrument (or that a gain in the Fund’s portfolio position may be less than the loss on the hedging instrument). In addition, futures and options markets may not be liquid in all circumstances and certain over-the-counter index contracts may have no markets. As a result, in certain markets, the Fund might not be able to close out a transaction without incurring substantial losses, if at all. Although the successful use of index contracts for hedging should tend to reduce the risk of loss due to a decline in the value of the hedged position, at the same time such transactions would tend to limit any potential gain which might result from an increase in value of such position. Speculative Position Limits The CFTC and certain exchanges have established speculative position limits on the maximum net long or short futures and options positions which any person or group of persons acting in concert may hold or control in particular futures contracts. The CFTC has adopted a rule requiring each U.S. DCM to set speculative position limits, subject to CFTC approval, for all futures contracts and options traded on such exchange which are not already subject to speculative position limits established by the CFTC or such exchange. The CFTC has jurisdiction to establish speculative position limits with respect to all futures contracts and options traded on exchanges located in the United States, and any exchange may impose additional limits on positions on that exchange. Some non-U.S. exchanges also have position limits in effect and, with respect to forward or swap contracts, OTC counterparties may limit the size or duration of positions available to clients as a consequence of credit considerations. Evolving Regulatory Risks The legal, tax and regulatory environment worldwide for private investment funds (such as the Fund) and their managers is evolving, and changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Fund to pursue its investment program and the value of investments held by the Fund. There has been an increase in scrutiny of the alternative investment industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Fund to purpose its investment program or employ brokers and other counterparties could have a material adverse effect on the Fund and the Limited Partners’ investments therein. In addition, the Investment Manager may, in its sole discretion, cause the Fund to be subject to certain laws and regulations if it believes that an investment or business activity is in the Fund’s interest, even if such laws and regulations may have a detrimental effect on one or more Limited Partners. The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in July 2010. Extensive rulemaking and regulatory changes have been enacted as a result of the Dodd-Frank Act that affect private fund and managers, the funds that they manage and the financial industry as a whole. Under the Dodd-Frank Act, the SEC mandated certain recordkeeping and reporting requirements for investment advisers, which have added costs to the legal, operational and compliance obligations of private fund managers and increased the amount of time that such managers, including the

Investment Manager, will spend on non-investment related activities. The Dodd-Frank Act affects a broad range of market participants with whom the Fund will interact or may interact, including banks, non-bank financial institutions and rating agencies, mortgage brokers, credit unions, insurance companies and broker dealers, and may change the way in which the Fund conducts business with its counterparties. Increased regulation and regulatory oversight of private investment funds and their managers may impose administrative burdens on the Investment Manager, including, without limitation, responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert the Investment Manager’s time, attention and resources from portfolio management activities. Such regulatory inquiries are generally confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. Regulation in the Derivatives Industry The Dodd-Frank Act has had a significant impact on derivatives industry. The Dodd-Frank Act divides the regulatory responsibility for derivatives in the United States between the SEC and the CFTC, a distinction that does not exist in any other jurisdiction. The CFTC has regulatory authority over “swaps” and the SEC has regulatory authority over “security-based swaps.” As a result of this bifurcation and the different pace at which the agencies have promulgated necessary regulations, different transactions are subject to different levels of regulation in the U.S. In addition, there has been and will be extensive rulemaking related to derivative products by non-U.S. regulatory authorities. Differences between regulatory regimes may make it more difficult or costly for dealers, prime brokers, futures commission merchants, custodians, exchanges, clearinghouses and other entities, such as the Fund, to comply with and follow various regulatory regimes. There are significant legal, operational, technological and trading implications that result from the DoddFrank Act and related rules and regulations that may make it difficult or impossible for the Fund to enter into otherwise beneficial transactions. Regulation of Swaps and Swap Participants Following amendments enacted by the Dodd-Frank Act, the Commodity Exchange Act of 1936 (the “Commodity Exchange Act”) now regulates swaps and could subject the Clients to significant additional regulation. Subject to exceptions for non-financial persons entering into swaps for bona fide hedging purposes, the Commodity Exchange Act requires certain liquid swaps that are accepted for clearing by a derivatives clearing organization (a “DCO”) to be (1) cleared through a DCO and (2) if made available to trade on a DCM or SEF, traded on such platform (as opposed to traded bilaterally). Notwithstanding the foregoing, all swaps (1) are required to have margin posted, (2) are subject to reporting and recordkeeping requirements and (3) could subject persons with substantial “dealing” activities or a substantial outward exposure in swaps to registration and regulation requirements as a “swap dealer” or “major swap participant,” respectively. In December 2016, position limit aggregation rules and exemptions were adopted by the CFTC, which require that futures and options thereon in the same underlying commodity be aggregated based on direct or indirect 10% ownership or control of such position. As a result, all trading accounts owned or managed by Thomist Capital (including those of the Fund) will be combined for speculative position limit purposes. In addition, proposed rules remain pending before the CFTC that, if enacted, would extend the existing speculative position limits regime for futures and options thereon to include additional enumerated commodities as well as economically equivalent swaps. A swap would be considered “economically equivalent” to a futures contract that is subject to federal limits if the commodity underlying the swap is one of the same enumerated commodities in the CFTC’s enhanced list. When combined with the finalized aggregation rules, the proposed position limits rules would require that futures and economically equivalent swaps on the same underlying commodity be aggregated towards a single speculative limit. Exchanges

would be required to implement their own position limits on all futures and swap contracts that they list for trading, which could be set at levels no lower than any applicable federal limit.

As a net result of the Dodd-Frank Act requirements for swaps, the Clients may experience increased transaction costs to pay for clearing, execution and segregation obligations. Due to recently-enacted margin rules for uncleared swaps and the associated capital costs and cash-drag effect for dealer counterparties, the Clients may be less able to engage in leverage transactions and its return thus may become diminished. The potential future application of position limits to swap contracts may also limit the Clients’ ability to concentrate in any particular contract or exposure to an underlying commodity and may negatively impact the Clients’ ability to take advantage of current market trends or conditions. As a result, the market for swaps may begin tightening in the near future. In addition, several of the Clients’ counterparties may be required to register as swap dealers or major swap participants. Given that these counterparties will be subject to increased capital, margin and compliance burdens, some of these costs may be passed on to the Clients through increased commissions or spreads. Geopolitical, Political, Economic, and other Conditions The Clients’ investments may be adversely affected by changes in economic conditions, geopolitical or political events that are beyond its control. For example, a stock market decline, terrorist attacks or threats of terrorist attacks, armed and unarmed conflict, , the outbreak of hostilities involving the United States or overseas, or political unrest may have significant adverse effects on the Clients’ investment results. Additionally, a serious public health outbreak, epidemic, epidemic, pandemic, such as avian influenza or COVID-19, or natural disaster, such as a hurricane or earthquake, could severely disrupt the global, national and/or regional economies and/or markets. Other factors, such as major political elections, changes in U.S. federal or state tax laws, U.S. federal or state securities laws, bank regulatory policies or accounting standards, may make corporate acquisitions less desirable. Trade conflicts between the U.S. and certain foreign countries, and increased use of tariffs, export controls, and export subsidies, among other economic tools utilized by the U.S. government, could have an adverse impact on the Fund’s investments and operations. Similarly, legislative acts, rulemaking, adjudicatory or other activities of the U.S. Congress, state governments, the CFTC, the SEC, the U.S. Federal Reserve Board, the New York Stock Exchange, derivatives exchanges, the National Futures Association, the Financial Industry Regulatory Authority or other governmental or quasi-governmental bodies, agencies and regulatory organizations may make the business of the Clients less attractive. A negative impact on economic fundamentals and consumer confidence may negatively impact market values, increase market volatility and cause credit spreads to widen or tighten unexpectedly, each of which could have an adverse effect on the investment performance of the Clients. Market conditions have also substantially reduced the availability of credit, which may have a material adverse effect on the Clients’ ability to achieve its investment objective with respect to any particular investment and/or the Clients’ entire portfolio, which could have a material adverse effect on the Clients’ overall return objectives. Systemic Risk World events, the activities of one or more large participants in the financial markets, or other events could result in a temporary systemic breakdown in the normal operation of financial markets. Such events could result in the Fund losing substantial value caused predominantly by liquidity and counterparty issues which could result in the Fund incurring substantial losses. Credit risk may arise through a default by or because of one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by or because of one institution may cause a series of defaults by the other

institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which the Fund interacts. A systemic failure could have material adverse consequences on the Fund and on the markets for the securities in which the Fund seeks to invest. Inflation In response to recent economic events, countries around the world have significantly loosened monetary policy and injected trillions of dollars into the economy in an effort to prevent more severe economic turbulence. This unprecedented amount of government funding and support may give rise to significant increases in government spending and (in many instances) significant increases to the amount of debt issued by governments in the international bond markets. In addition, the United States and other countries have experienced, and may in the future experience, supply chain disruptions for a number of goods in the marketplace. This potential disruption in supply of goods, combined with unprecedented levels of such government spending and monetary policy, may materially among other potential causes, has increased and may continue to increase inflation of the U.S. dollar and other currencies in the coming years. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets. For example, if an investment is unable to increase its revenue in times of higher inflation, its profitability may be adversely affected. Investments may have revenues linked to some extent to inflation, including without limitation, by government regulations and contractual arrangement. As inflation rises, an investment may earn more revenue but may incur higher expenses. As inflation declines, an investment may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy, which may include central banks raising interest risks. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the Fund’s returns. European Instability Recent events, including the invasion of Ukraine by Russia, have interjected uncertainty and volatility into global financial markets, including with respect to global commodities markets in which the Fund trades. It is possible that any fallout from the Ukrainian conflict will have effects on other European countries as such countries address cross-border refugee movements and other potential threats. A number of countries including the United States and certain of its European allies have imposed financial sanctions on Russia and Russian-affiliated businesses. The long-term impact of these sanctions remains unclear, although they may prove to limit potential investment opportunities and may impair cash flow that is material to an investment if third parties doing business with a company underlying an investment are sanctioned parties. The regulatory framework of sanctions is often complex and at times counter-intuitive. It is possible that the Fund might have exposure to transactions that directly or indirectly involve sanctioned parties and may pose liability and compliance risks to the Fund. Fund, General Partner and Investment Manager Risk Factors Past Performance The Principal and the Investment Manager have been using strategies similar to the strategies described herein in the past, however, there can be no assurance that the Fund will achieve its investment objective. The past performance of the Principal and the Investment Manager may not be indicative of future results and there can be no assurance that the Fund will

Reliance on Key Person The Clients will be substantially dependent on the services of the Principal. In the event of the death, disability, departure or insolvency of the Principal, or the complete transfer of a Principal’s interest in Thomist Capital and the General Partner, the business of the Clients may be adversely affected. The Principal will devote such time and effort as he deems necessary for the management and administration of the Clients’ business. However, the Principal may engage in various other business activities in addition to managing the Clients, and consequently may not devote all time to Client business. Investment Authority Substantially all decisions with respect to the management of the Clients are made exclusively by the General Partner. Limited Partners have no right or power to take part in the management of the Clients. The Investment Manager also makes all of the trading and investment decisions of the Clients. In the event of the withdrawal or bankruptcy of the General Partner, generally the Clients will be liquidated. Absence of Regulatory Oversight Generally, the Fund and the Interests are not expected to be registered under the securities laws of the United States or similar laws of any other country or jurisdiction. In particular, the Fund is not expected to be registered as an investment company under the Investment Company Act and, therefore, it will not be required to adhere to the restrictions and requirements under the Investment Company Act. Accordingly, the provisions of the Investment Company Act (which, among other things, require investment companies to have a majority of disinterested directors, require securities to be held in custody by a bank or broker in accordance with rules requiring the segregation of securities, prohibit the investment companies from engaging in certain transactions with its affiliates and regulate the relationship between advisers and investment companies) are not applicable. Securities Law Compliance Risks The domestic and foreign laws and regulations governing trading in the securities markets (and governing investing in other kinds of markets) are often complex and difficult to implement and monitor (and may be even more difficult to implement and monitor in light of the speed with which certain regulatory changes have been implemented in certain jurisdictions), especially in the context of a fund structured like the Fund, and are subject to re-interpretation (or different interpretations from those applied by the Fund in light of information currently available to the Investment Manager), which could expose the Fund, the Investment Manager and their respective affiliates to liability. Possible Effect of Substantial Withdrawals Substantial withdrawals of Interests could require the Clients to redeem or liquidate its investments more rapidly than otherwise desired in order to raise the cash necessary to fund the withdrawals. Illiquidity in certain markets could make it difficult for Thomist Capital to liquidate positions on favorable terms, which could result in loss or a decrease in the net asset value of the Clients. Lack of Transferability Interests are subject to significant restrictions on transfer including the requirement that the General Partner consent to any such transfer. Prospective investors will be required to represent that they are acquiring their Interest for investment purposes only and not with a view to or for resale or distribution. The Interests have not been registered under the Securities Act and therefore are subject to restrictions on transfer under the Securities Act. There is no market for Interests and it is not anticipated that such a market will develop.

Performance Allocation The Performance Allocation made to the General Partner or its affiliates may create an incentive for Thomist Capital, an affiliate of the General Partner, to make investments that are riskier or more speculative than would be the case in the absence of such Performance Allocation. Expedited Transactions The Investment Manager’s analyses and decisions are at times undertaken on an expedited basis to permit the Fund to take advantage of investment opportunities. In such cases, information available to the Investment Manager at the time of an investment decision may be limited or may not provide the level of detail necessary for a full evaluation of the opportunity. Potential for Master Feeder Structure In the future, the Fund may become a feeder fund in a “master-feeder” structure or may serve as a master fund in a “mini-master” structure. To the extent the Fund participates in such a structure, certain conflicts of interest may exist (for example, due to different tax considerations applicable to the Fund and any nonU.S. Feeder Fund). Systems and Operational Risks The Fund depends on the Investment Manager to develop and implement appropriate systems for the Fund’s activities. The Fund relies heavily and on a daily basis on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain securities, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Fund’s activities. Certain of the Fund’s and the Investment Manager’s activities will be dependent upon systems operated by third parties, including the Prime Broker, the Administrator, market counterparties and other service providers, and the Investment Manager may not be in a position to verity the risks or reliability of such third-party systems. Failures in the systems employed by the Investment Manager, Prime Broker, Administrator, any custodian and other counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Fund’s operations may cause the Fund’s investments to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Fund and the Limited Partners’ investments therein. Withdrawal Restrictions There are severe restrictions on withdrawals from the Fund (which may be settled in securities rather than cash) and on transfers of Interests. The prior written consent of the General Partner is required for a transfer of the Interest of any Limited Partner. Because of the restrictions on withdrawals and transfers, an investment in the Fund is a relatively illiquid investment and involves a high degree of risk. A subscription for Interests should be considered only by persons financially able to maintain their investment and who can accept a loss of all of their investment. No Distributions Since the Fund does not generally intend to pay distributions, an investment in the Fund is not suitable for investors seeking current distributions of income. Moreover, an investor is required to report and pay taxes on its allocable share of income from the Fund, even though no cash may be distributed by the Fund. Indemnification

The Partnership Agreement provides that the General Partner, Thomist Capital and their affiliates are not liable to the Fund or the Limited Partners for any loss or damage arising by reason of being or having been the General Partner or Thomist Capital or from any acts or omissions in the performance of its services as General Partner or Investment Manager in the absence of willful misconduct, bad faith or gross negligence or as otherwise required by law, and contains provisions for the indemnification of the General Partner, Thomist Capital and its and their affiliates by the Fund (but not by the Limited Partners individually) against any liabilities arising by reason of being or having been the General Partner or Thomist Capital or in connection with the Partnership Agreement or the Fund’s business or affairs to the fullest extent permitted by law. As a result, any negative or positive results of trading errors generally will be borne by the Fund, rather than by the General Partner, Investment Manager or their affiliate, so long as the General Partner, Investment Manager or their affiliates adhere to the foregoing standard of care. Limited Protection Under Investment Management Statutes The Clients will not register as an investment company under the Investment Company Act of 1940, as amended. Also, Thomist Capital is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Consequently, many of the protections afforded by such regulations (which, among other things, require investment companies to have a majority of disinterested directors and regulate the relationship between the adviser and the investment company) will not be applicable. Furthermore, although the General Partner is registered as a commodity pool operator under the Commodity Exchange Act, it is exempt from various disclosure, reporting and recordkeeping requirements pursuant to Regulation 4.7 promulgated thereunder. Business and Regulatory Risks of Hedge Funds Legal, tax and regulatory changes could occur during the term of the Fund that may adversely affect the Fund. The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the value of investments held by the Fund and the ability of the Fund to obtain the leverage it might otherwise seek to obtain or to pursue its trading strategies. In addition, market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the “hedge fund” industry in general, and certain legislation proposing greater regulation of the industry periodically is considered by the United States Congress and the SEC and the CFTC, as well as the governing bodies of non-U.S. jurisdictions. In addition, the futures and commodities markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC, the SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. Amendments to banking, lending and other relevant laws and regulations could alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an investment situation or the availability of investment opportunities. It is impossible to predict what, if any, changes in the regulations applicable to the Fund, the General Partner, Thomist Capital, the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such regulations could have a material adverse impact on the profit potential of the Fund. Cybersecurity Information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events

such as fires, tornadoes, floods, hurricanes and earthquakes. Although Thomist Capital and the General Partner have implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, Thomist Capital and/or the Clients may have to make a significant investment to fix or replace them, which expense may be borne in whole or in part by the Clients. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Thomist Capital’s and/or the Clients’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors. Such interruptions could harm Thomist Capital’s and/or the Clients’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. The foregoing risks and consequences are also extant at any issuer in which the Clients invest and could manifest as adverse performance of such investment. Valuation of Assets From time to time, certain situations affecting the valuation of the Clients’ investments (such as limited liquidity, unavailability or unreliability of third-party pricing information and acts or omissions of service providers to the Fund) could have an impact on the net asset value of the Clients, particularly if prior judgments as to the appropriate valuation of an investment should later prove to be incorrect after a net asset value-related calculation or transaction is completed. The Clients are not required to make retroactive adjustments to prior subscription or withdrawal transactions or performance allocations based on subsequent valuation data. ASC 740 — Accounting Changes; Effect on Net Asset Value. Pursuant to FASB ASC 740, formerly known as FIN 48 (“ASC 740”), which provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements, the Fund is required to determine whether a tax position, based on its technical merits, meets a more-likely-than-not recognition threshold that the position will be sustained upon examination. As a result of such a determination, the Fund may be required to recognize a contingent tax liability in its net asset value calculation if the related tax position meets the recognition criterion in ASC 740 and, conversely, may be required to unrecognize a contingent tax liability in its net asset value calculation if the related tax position does not meet the recognition criterion in ASC 740. In addition, the net asset value of the Fund may be adjusted if an uncertain tax position is settled. The Fund may be required to recognize in its financial statements contingent liabilities that under prior custom and practice in the industry would not have been recognized. Such contingent liabilities may also relate to time periods that predate a Limited Partner’s investment in the Fund. Recognition and measurement of each tax position, including any tax position for which there is a lack of authority and audit experience, is determined by the General Partner, in its sole discretion, based on discussions with the Investment Manager, tax advisors and the auditor and based on the facts and circumstances known at the time. There can be no assurance that any such determination will not change over time. Adjustments made to the net asset value of the Fund in connection with the recognition or unrecognition of contingent tax liabilities may have a material positive or negative effect on certain Limited Partners and prospective investors, depending on the circumstances. Side Letters The Fund may enter into agreements with certain prospective or existing Limited Partners whereby such Limited Partners may be subject to terms and conditions that are more advantageous than those set forth in this Memorandum (“Side Letters”) without obtaining the consent of any other investor (other than an investor who is materially and adversely affected by such waiver or modification). For example, such terms and conditions may provide for special rights to make future investments in the Fund, other investment vehicles or managed accounts; special withdrawal rights relating to frequency or notice; a reduction or

rebate in fees to be paid by the Limited Partner and/or other terms; a waiver of withdrawal restrictions; rights to receive reports from the Fund on a more frequent basis or that include information not provided to other Limited Partners (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Fund and such Limited Partners. The modifications are solely at the discretion of the General Partner and may, among other things, be based on the size of the Limited Partner’s investment in the Fund or affiliated investment entity, an agreement by a Limited Partner to maintain such investment in the Fund for a significant period of time, or other similar commitment by a Limited Partner to the Fund. To the extent there are any discrepancies between this Memorandum and a Side Letter, the terms and conditions of such Side Letter will control. Non-Disclosure of Positions In an effort to protect the confidentiality of its positions, the Fund generally will not disclose its positions to Limited Partners on an ongoing basis, although Thomist Capital may permit such disclosure in its sole discretion. Trade Errors The Investment Manager will take reasonable measures to ensure that trade errors do not occur and has implemented safeguards to limit trade errors. On occasion, errors may occur with respect to trades executed on behalf of the Clients. Trading errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system. Trade errors may result in losses or gains. The Investment Manager will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Thomist Capital will seek to recover any losses associated with such error from such third party. Unless Thomist Capital determines, in its sole discretion, that a trade error was the result of its bad faith, willful misconduct or gross negligence, any losses associated with trade errors that are not recovered from a third party will be borne by the Fund. The Investment Manager has established internal policies regarding the manner in which such determinations are to be made consistent with its fiduciary duties, but investors should be aware that, in making such determinations, Thomist Capital will have a conflict of interest in doing so. Non-Public Information From time to time, Thomist Capital may come into possession of non-public information concerning specific companies. Under applicable securities laws, this may limit Thomist Capital’s flexibility to buy or sell portfolio securities issued by such companies. The Clients’ investment flexibility may be constrained as a consequence of Thomist Capital’s inability to use such information for investment purposes. Soft Dollars The Investment Manager may enter into “soft dollar” arrangements with one or more broker-dealers whereby Thomist Capital will direct securities transactions to the broker-dealer in return for research products and services from the broker-dealer. Although Thomist Capital will use the research and services in making investment decisions for the Fund, Thomist Capital may use such research or services for other accounts and the Fund will generally pay more than the lowest available commissions for execution of these transactions. The Investment Manager is required under the Partnership Agreement to use “soft dollar” arrangements to cover Fund expenses prior to using such arrangement to cover expenses of Thomist Capital (to the extent such arrangements are permitted by law). See “Brokerage and Custody.” Prime Broker and Custody

There is the possibility that brokerage firms and/or banking institutions at which the Fund maintains custody of its assets may encounter financial difficulties including bankruptcy and/or insolvency. The Fund may therefore have potential exposure to losses as a result of such an institution’s financial difficulties. There can be no assurance as to what effect such a brokerage firm’s or banking institution’s failure would have on the Fund’s assets. The Fund will rank as an unsecured creditor to its prime brokers in relation to assets that such prime brokers borrow, lends or otherwise uses and, in the event of the insolvency of a prime broker, the Fund might not be able to recover equivalent assets in full or in part. In addition, if applicable law permits, cash that the prime brokers hold or receive on the Fund’s behalf may not be treated by the prime brokers as client money, may not be segregated from the prime brokers’ own cash and may be used by the prime brokers in the course of their investment business. In such event, the Fund will rank as one of the prime brokers’ general creditors. Futures Commission Merchants and Banks CFTC Regulation 1.20 requires all customer funds for trading futures to be separately accounted for and segregated. Such customer funds when deposited with any bank, trust company, clearing organization or another futures commission merchant (“FCM”) must be deposited under an account name which clearly identifies them as such and shows that they are segregated as required by the Commodity Exchange Act and CFTC regulations. If the FCM fails to do so, the Fund may be subject to a risk of loss of the assets held by such FCM in the event of the FCM’s bankruptcy. Cross Transactions The Investment Manager may engage in cross transactions between accounts or funds that it manages and the Fund when Thomist Capital does not believe it is disadvantageous to such other accounts or the Fund (e.g., for rebalancing of portfolios). Any such cross transactions could result in the recognition of gain or loss for U.S. federal income tax purposes. A cross trade may permit Thomist Capital to execute trades without impacting the market price of an investment, can save brokerage commissions and, in certain cases, related transaction costs like custody expenses and transfer taxes. In the event Thomist Capital engages in a cross trade, the cross trade will be transacted in accordance with Thomist Capital’s policies and procedures. While such transactions with related parties are expected to expand the universe of opportunities that are available to the Fund, the Fund may not derive a benefit from each such transaction, and the Fund and the other party to a particular transaction may have divergent interests. Moreover, there may be uncertainties regarding the valuation of investments that are subject to these transactions. In view of the foregoing considerations, an investment in Interests is suitable only for investors who are capable of bearing the relevant investment risks. Limitations on Actions and Indemnification The Investment Management Agreement limits the circumstances under which the Investment Manager can be held liable to the Fund. As a result, the investors may have a more limited right of action in certain cases that they would in absence of such a 45 limitation. The Investment Management Agreement also provides that the Fund will indemnify the Investment Manager and its affiliates and their directors, shareholders, officers, controlling persons, partners, employees (and their respective affiliates, directors, shareholders, officers, controlling persons, employees and agents) and agents for all liabilities suffered or incurred by such person arising out of any conduct or omission of the Investment Manager, unless such conduct or omission as determined in a final unappealable judgment by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, bad faith or gross negligence of such indemnified person(s). Such liabilities may be material and may have an adverse effect on the returns to the Limited Partners. The liability of selected agents of the Fund may also be limited and the Fund may indemnify such agents under applicable agreements. While these provisions should not be construed to constitute a waiver

of rights that may not lawfully be waived by Limited Partners, they could operate to make it more difficult for Limited Partners to challenge actions taken by the General Partner, the Investment Manager or selected agents of the Fund. Litigation Expenses May Adversely Affect Returns The indemnification provisions of the Investment Management Agreement and the Partnership Agreement legally obligate the Fund to pay its share of any litigation or settlement costs to the extent a claim is asserted against the Fund, the Investment Manager or any of their respective officers, directors or employees; provided that such persons are entitled to be indemnified. Litigation can be very expensive, even when the underlying claims have no merit, and litigation costs are notoriously difficult to predict. In the event the Investment Manager’s activities result in material litigation, it could adversely affect the returns that Limited Partners receive. Litigation Expenses May be Borne by Subsequent Investors Litigation costs may be expensed as incurred, and therefore the Fund may pay for litigation expenses associated with historical investments that are no longer material to the Fund. Alternatively, if such expenses are expected to be material in a particular case, the Fund may create a reserve to pay the estimated expenses. In both cases, the Fund may expense any litigation costs, or record any litigation reserves, in the period in which the expense is incurred or the reserve created, which may be subsequent to the period in which the gains that resulted in the litigation were generated. In general, the Fund will not be required to, and it is not anticipated that it will, attempt to reallocate any litigation or similar expenses or reserves to prior periods. This practice could result in an allocation of expenses to Limited Partners by the Fund other than those who benefited from the investment or other activity that resulted in the expenses. For example, new Limited Partners may effectively bear the Fund’s share of litigation costs for investments that generated profits that were realized before they become a Limited Partner. Conversely, Limited Partners who withdraw their Interests prior to the initiation of litigation may effectively receive the benefit of the Fund’s share of investments without paying all of the costs associated with those investments. Finally, because the Fund will not be obligated to reallocate litigation costs to prior periods in which the gains were realized, the Investment Manager will not be obligated to refund any Management Fees paid in those prior periods, nor will the General Partner be obligated to return any Performance Allocation allocated in those prior periods, in each case, derived from gains on investments that later result in significant litigation costs. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL OF THE INVESTMENT RISKS THOMIST CAPITAL AND ITS CLIENTS ARE EXPOSED TO AS A PART OF THOMIST CAPITAL’S BUSINESS.

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.

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.

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.

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.

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.