Thomist Capital Management LP

Item 5 Fees and Compensation

In consideration for Thomist Capital’s advisory and other services, Thomist Capital and/or certain of its
affiliates (e.g. the General Partner or a “special limited partner”) generally are entitled to receive
management fees, and may receive performance allocations, with respect to the Fund. While the fees and
compensation applicable to the Fund are described in detail in the applicable governing documents, an
overview of Thomist Capital’s basic fee schedule is summarized below. A potential investor should read
and review all governing documents in their entirety before making any investment decisions.

The Fund currently has one series of limited partner interests available for subscription into the Fund,
“Series B Interests.”

In the case of Managed Accounts, applicable fees and expenses are separately negotiated with Thomist
Capital and thus, fees and expenses for Managed Accounts differ from those of the Fund, as described
below. Details concerning fees and expenses are set forth in their investment management agreements.

Fee Schedules
        Management Fee.

        In consideration for its advisory services to the Fund, Thomist Capital shall receive a “Management
        Fee” equal to: (a) with respect to each Capital Account corresponding to Series B Interest an annual
        rate of 2.0% will be charged.

        The Management Fee, which is directly deducted from the capital account balances of fee-paying
        investors in the Fund, is calculated and paid in advance on the first business day of each calendar
        month. The Management Fee obligation of the Fund, and its investors, may only be terminated or

modified as provided by the Fund’s governing documents and the Investment Management
Agreement. The Management Fee is pro-rated for partial periods.

Performance Allocation.

The General Partner is entitled to a performance allocation at the end of each calendar year (the
“Performance Allocation”), which is calculated and charged separately with respect to each Limited
Partner’s Capital Account. For a Capital Account corresponding to a Series B Interest, 30%, of
the amount by which (a) the positive Performance Change (defined below) for such calculation
period for such Capital Account, if any, exceeds (b) any positive balance in the carryforward
account associated with such Capital Account as of the most recent prior data as of which any
adjustment has been made thereto.

A Capital Account’s “Performance Change Amount” for any calendar year equals:

    (i) the sum of the balance of such Capital Account as of the close of the calculation period
    (after giving effect to any Management Fee charges and all allocations to be made to such
    Limited Partner’s Capital Account as of such date, including such Limited Partner’s allocable
    share of any profits or losses attributable to such Capital Account and any credits or debits of
    any applicable carrying charge associated therewith other than any Performance Allocation to
    be debited against such Capital Account), plus (b) any debits to such Capital Account during
    the Calculation Period to reflect any actual or deemed distributions or withdrawals with respect
    to the Interest corresponding to such Capital Account (excluding any distributions or
    withdrawals or permitted transfers representing amounts of Positive Performance Change with
    respect to which the Performance Allocation was applied during such Calculation Period due
    to a partial withdrawal or transfer), plus (c) any debits to such Capital Account during the
    Calculation Period to reflect any items allocable to such Capital Account; and

    (ii) the sum of (a) the balance of such Capital Account as of the commencement of the
    Calculation Period, plus (b) any credits to such Capital Account during the Calculation Period
    to reflect any contributions to such Capital Account.

The Performance Allocation is calculated and charged to each Capital Account as of the last day
of each calendar year. The Performance Allocation is also calculated and charged with respect to
any Capital Account from which there is a permitted or required withdrawal as of any time other
than the above day on the basis of net profits allocated to such Capital Account through the
Withdrawal Date (as defined below).

The Performance Allocation with respect to any Limited Partner may be waived or reduced by the
General Partner in its sole discretion.

The General Partner, on behalf of the Fund, may enter into side letter agreements with one or more
Limited Partners providing for revised economic terms, including, but not limited to, distribution
provisions with respect to such Limited Partner that differ from those set forth above. A conflict
may arise where some Limited Partners receive more favorable overall economic terms and other
Limited Partners will not participate in such terms. The General Partner will promptly deliver to
Limited Partners a copy of any side letter agreement providing for economic terms that vary from

       those set forth in the Fund’s governing documents, but will not apply the revised economic terms
       to all Limited Partners.

Other Fees and Expenses
Except as otherwise provided below and in the Investment Management Agreement, the General Partner
and Thomist Capital each pays all of its own operating, administrative and overhead costs without
reimbursement by the Fund. The Fund pays or reimburses the General Partner and Thomist Capital for all
costs, fees and expenses arising in connection with the Fund’s organization, operations and investments.
Expenses payable by the Fund include the following:
       Direct Expenses.

       All costs, fees and expenses directly incurred by the Fund (or on behalf of the Fund) in connection
       with its organization, operations and Investments, including the costs, fees and expenses
       associated with:
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Item 7 Types of Clients

As discussed in Item 4 of this Brochure, Thomist Capital provides discretionary portfolio management and
investment sub-advisory services to the Fund. In addition, Thomist Capital provides discretionary portfolio
management and investment advisory services (directly or indirectly through a sub-advisory arrangement
with the client's primary investment adviser) to separately managed accounts or privately offered pooled
investment partnerships or vehicles other than the Fund (the “Managed Accounts”). The investors in the
Fund may include high-net worth individuals, partnerships, pensions and profit-sharing plans and other
institutional investors.

The offering of interests to investors in the Fund is not registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or the securities laws of any U.S. state or any other jurisdiction. The
offering is made to U.S. persons in accordance with Regulation D promulgated under the Securities Act by
the SEC and to non-U.S. persons in accordance with Regulation S promulgated under the Securities Act by
the SEC. The Fund is not registered as an investment company under the U.S. Investment Company Act
of 1940, as amended (the “1940 Act”), in reliance upon an exemption from registration provided by Section
3(c)(1) thereunder.