Braeswood Carbon Management LLC

Fees and Compensation
Management Fees
Management fees payable to BCM LLC vary by Fund and are established pursuant to each Fund’s
private offering documents. BCM LLC typically charges management fees to the Funds that are 1)
calculated as a percentage of capital under management, generally up to 1.0% per annum, and 2)
typically payable and deducted from the assets of each Fund quarterly in advance.

Management fees based on capital under management will generally be prorated for any
subscriptions or withdrawals by an investor that are effective other than as of the first or last day
of the quarter.

BCM LLC may waive all or any portion of the management fees with respect to any investor in its
sole discretion.

Incentive Allocation
Incentive allocations payable to BPart LLC vary by Fund and are established pursuant to each
Fund’s private offering documents. BPart LLC typically receives a performance-based incentive
allocation based on a percentage of net profits, including both realized and unrealized gains. The
percentage of net profits charged to investors ranges between 10% and 15% per annum.

Certain Funds may also have various preferred or threshold return hurdles that must be reached
before BPart LLC is entitled to such incentive compensation.

If investors of the Funds are redeemed at any time other than at the end of a fiscal year, the
investor is allocated or charged a performance fee based on the net profits of the redeemed
amounts at the date of redemption.

The performance-based allocations and fees payable to BPart LLC are generally not negotiable;
however, BCM LLC may waive all or any portion of the allocations and fees with respect to any
investor in its sole discretion.

Expenses
In general, each Fund is responsible for its own costs and including but not limited to all general
investment expenses (i.e., exchange commissions and expenses, brokerage commissions, research
expenses, data processing costs and expenses, bank service fees, interest expenses, borrowing
charges, custodial expenses, outsourced risk management advisory and software, investment-
related consultants and travel costs that are research-related and other investment expenses); all
administrative, legal, accounting, auditing, record-keeping, tax form preparation, compliance, and
consulting costs and expenses; all fees, costs and expenses related to middle office operations
which may include daily reconciliation of cash, cost, positions, and valuations; fees, costs, and
expenses of third-party service providers that provide such services (i.e., administrators,
accounting firms, legal firms, insurance firms, prime brokers, software firms and other providers);
costs and expenses associated with preparing investor communications, printing, and mailing
costs; insurance costs and expenses (e.g., for the assets of the Funds, D&O, E&O) which a portion
may be allocated to BCM LLC; marketing and syndication expenses (including those incurred in

marketing the Funds in the European Union); taxes and other governmental charges;
governmental licensing, filing, and exemption fees (including Blue Sky filing fees);
indemnification obligations; all expenses (including reasonable attorneys’ fees) incurred in
connection with any threatened, pending, or anticipated litigation, U.S. Internal Revenue Service
(“IRS”) examination or audit, or similar audit or examination by any state or local taxing
authority, or other legal proceeding; costs of Foreign Account Tax Compliance Act (“FATCA”)
and other tax-related compliance including, without limitation, the OECD Standard for Automatic
Exchange of Financial Account Information – Common Reporting Standard (the “CRS”), fees and
expenses with respect to the AML officer roles, and any other services or service provider
expenses deemed necessary by BCM LLC on behalf of the Funds.

BCM LLC and BPart LLC each bear their own operating, general, administrative and overhead
costs and expenses other than those described above. Securities brokerage firms and futures
commission merchants (“FCMs”) that execute securities and commodities trades for each Fund,
however, may pay part of these costs and expenses.

BCM LLC typically deducts management fees and incentive allocations/fees directly from the
Funds’ accounts and is also reimbursed directly from the Funds’ accounts to the extent that BCM
LLC incurs or pays for the Funds’ expenses that are detailed above.

Expenses are allocated to investors of the Funds monthly. Redeemed amounts would be subject to
monthly allocations of expense through redemption date.

Performance Based Fees and Side-by-Side Management
As noted, BCM LLC receives performance-based fees/allocations from its Funds. Clients should
be aware that performance-based fees/allocations may be deemed to create a conflict of interest or
BCM LLC, as there can be an incentive for BCM LLC to make investments that are riskier or
more speculative than would be the case in the absence of a performance-based fee/allocation.

From time to time, BCM LLC manages or may elect to manage Funds that charge only
management fees and do not charge performance fees/allocations or vice versa. In situations
where certain Funds pay performance-based fees/allocations and other Funds do not (or pay lower
performance-based fees), there can be an incentive for BCM LLC to favor those Funds that pay
performance fees/allocations (or higher performance fees/allocations), for example, through its
allocation of investment opportunities.

To seek to mitigate this inherent conflict of interest, BCM LLC has implemented allocation
policies and procedures that seek to ensure that investments are allocated fairly among the Funds.
This includes clear limits on the strategies and markets that each Fund is designed to pursue.

Types of Clients
BCM LLC primarily provides investment advice to the Funds, and references throughout this
Brochure to “clients” and to the Advisers’ related duties to and practices on behalf of their clients
and/or investors should be construed accordingly. The investors participating in the Funds
generally include endowments, foundations, charitable organizations and high net worth families.

The constituent documents for each Fund may set minimum amounts for investment by
prospective investors. BCM LLC has waived, and reserves the right to modify or waive, the
minimum new investment amounts for the Funds from time to time in its sole discretion.

Methods of Analysis, Investment Strategies and Risk of Loss
BCM LLC pursues a flexible investment approach and seeks opportunities across the environmental
markets for its Funds. Historically, BCM LLC has concentrated its investing in the following four
areas: carbon compliance permits, carbon offsets, renewable power-related investments and
renewable fuels-related investments (collectively, “Climate Assets”). In particular, Braeswood
Carbon Partners, LP has invested in compliance carbon permits known as California Carbon
Allowances while Braeswood Climate Partners LP has pursued opportunities across all four
categories.

Investment Strategy
The Funds’ investment objective is to seek capital appreciation by investing primarily in global
environmental markets. To find and research Climate Asset opportunities, BCM LLC employs a
wide range of methods, including, but not limited to 1) studying environmental science best
practice, 2) following ongoing changes in regulatory/public policy and 3) forecasting various
energy-related quantities, from fuel consumption to carbon emissions, as part of a proprietary
data-driven method for assessing supply and demand of various Climate Assets. BCM LLC then
invests the Funds’ assets primarily in Climate Assets that it believes to be significantly mispriced,
employing short strategies if the asset is overpriced, long strategies if underpriced and arbitrage
strategies if the asset is mispriced relative to other Climate Assets.

There can be no assurance that the Funds will achieve their capital appreciation objective or that
substantial losses will not be incurred.

BCM LLC has wide latitude to invest or trade the Funds’ assets, to pursue any particular strategy
or tactic, or to change the emphasis without obtaining the approval from its investors. The
investment strategy imposes no significant limits on the types of instruments in which BCM LLC
may take positions, the type of positions it may take, its ability to borrow money, or the
concentration of investments by sector, industry, issuer, counterparty, servicer, country, asset class
or otherwise. In addition, the description of virtually every trading strategy must be qualified by the
fact that trading approaches are continually changing, as are the markets invested in by BCM LLC.

BCM LLC's investment strategies are driven by various methods of analysis, including but not
limited to data analysis, fundamental proprietary research, traditional security analysis, broker and
research provider analysis as well as industry knowledge and expertise of BCM LLC's personnel.

As with investment in any strategy, there are a number of real and potential risks related to investing
in Climate Assets. It is important to note that all investing involves a risk of loss.

Risks
No guarantee or representation is made that the Funds will achieve their investment objectives.
Investment in the Funds involves significant risks and conflicts of interest, including, but not
limited to, the risks and conflicts of interest set forth below. The risks set out below do not purport

to be exhaustive. Additional risks and uncertainties that are currently unknown or currently
deemed immaterial may become material factors that affect the Funds. Prospective investors
should carefully consider the risks involved in an investment in the Funds, including but not
limited to those discussed below. Prospective investors should consult their own legal, tax and
financial advisers as to all these risks and as to an investment in the Funds generally.

General Risk Factors

Limited Operating History. The Funds have limited operating history and therefore may not be
able to operate their business, implement their investment strategy, or generate sufficient revenue
to make or sustain distributions to investors. Failure to procure adequate funding and capital could
adversely affect the Funds’ ability to grow and/or expand its business, which can negatively
impact its performance. In addition, the past investment performance of the Funds or other entities
or accounts managed by BCM LLC or any of its principals, employees or affiliates is not
indicative of the future performance of the Funds.

Start-Up Periods. The Funds may encounter start-up periods during which they will incur certain
risks relating to the initial investment of newly contributed assets. Moreover, the start-up periods
also represent a special risk in that the level of diversification of the Funds’ portfolio may be
lower than in a fully invested portfolio.

Dependence on Key Personnel. BCM LLC is dependent on the services of its principals and key
personnel, particularly Henry Yan. The success of the Funds may depend to a great extent on the
investment skills of BCM LLC’s principals and key personnel. There can be no assurance that
Henry Yan or any other principals or key personnel will continue to be associated with BCM
LLC, and its affiliates. The Funds may be adversely affected if, because of illness, resignation, or
other factors, the services of the relevant people were not available for any significant period of
time. In the event such services are not available for a significant period, BCM LLC has
established key person event plans for some, but not all, of the Funds. There is no guarantee that
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