Braidwell LP

Item 5: Fees and Compensation
Fees
Braidwell and/or the General Partner, as applicable, will generally receive asset-based
management fees (the “Management Fee”) and an annual performance allocation (described
in Item 6, below) (the “Performance Allocation”). The fees and allocations applicable to each
Fund are disclosed in the respective Fund’s Governing Documents.
Management Fees will generally be paid quarterly in advance. In any partial calendar quarter,
the Management Fee will be appropriately pro-rated for the applicable partial period. The

Management Fee will be calculated prior to the accrual of any Performance Allocation.
Braidwell’s fee schedule is omitted because this brochure is only being delivered to qualified
purchasers as defined in the Investment Company Act of 1940, as amended (“Investment
Company Act”).
Transaction Fees
The Funds each bear transaction fees and costs in connection with investing and trading,
including brokerage commissions (including options and futures trades), outsourced trading
fees, spreads, markups on securities, swaps and forwards, short borrowings and dividends,
currency and other hedging costs, interest expenses in respect of margin accounts, repurchase
agreements, derivatives and other financing expenses and other similar costs and expenses,
without limitation. Please see each Fund’s Governing Documents for additional information
concerning fees charged and payable by the respective Fund. The feeder funds, as an investor
in master funds, generally bear their pro rata share of these costs and expenses. To the extent
investment activities occur at the feeder fund level, the feeder fund will bear such costs and
expenses directly. Please see Item 12 for a more detailed description of Braidwell’s brokerage
practices.
Expenses
In addition to compensation payable to Braidwell and the transaction fees described above,
each Fund will typically bear its pro rata share of the following types of expenses:
(i) fees payable to the administrator, legal, accounting, administrative, auditing, tax preparation
and other professional expenses (including the fees and expenses of the General Partner acting
in its capacity as partnership representative and the partnership representative of each of the
master funds); (ii) the costs and expenses of any errors and omissions insurance, directors and
officers liability insurance (including in respect of the members of the Fund Oversight
Committee (defined below in Item 11)), professional liability or cyber-security insurance
obtained on behalf of the Funds, the General Partner, Braidwell and the Fund Oversight
Committee members, as applicable; (iii) any fees or expenses charged by proxy voting, class
action recovery and monitoring, tax reclamation service providers or loan servicing services on
behalf of the Funds or their investments; (iv) fees and expenses related to due diligence,
research and market analysis, including research-related travel expenses (which in the case of
air travel will be limited to the cost of commercial airfare), in each case, incurred with respect
to potential or existing investments (whether or not consummated), which include data
subscription and license-based services, including third-party research, expert networks and
similar providers; (v) expenses incurred in connection with the evaluating, sourcing, structuring,
financing, originating, acquiring, disposing, operating, holding, monitoring, loan servicing,
carrying or valuing of any investment (whether or not consummated), including investment-
related travel expenses, the costs and expenses of outside legal counsel, tax advisors, brokers,
dealers, finders, asset managers, developers, joint venture partners, consultants, work-out
specialists and any “broken deal expenses” and reverse breakup and termination fees; (vi)
expenses incurred in connection with the use of any valuation services (including third-party
valuation agents) and valuation software or other technology to enhance the valuation process

relating to investments; (vii) all expenses related to Bloomberg, FactSet or other data providers
and pricing services, as well as expenses related to news, quotations, modeling, statistics and
market data; (viii) all expenses related to data sets and data warehouses; (ix) all expenses
related to order management systems, portfolio management systems, expenses relating to
middle-office services or back-office support services provided by the administrator or another
party and related expenses, risk management systems, and other technologies and analytical
services, support systems and equipment used in the investment management process or for
communications with the administrator and the applicable feeder fund’s custodian (including
hardware, software, technology infrastructure related to hardware and software,
communications and data), including service provider fees and expenses relating to the
implementation of such systems and ongoing maintenance costs; (x) taxes imposed on the
Funds as determined by the General Partner in its sole discretion, filing fees and expenses,
custodial fees and expenses and bank services fees; (xi) the costs of printing and distributing
periodic and annual reports and statements and other communications; (xii) expenses of the
continuous offering of interests in the applicable feeder fund and interests in the other feeder
funds, including investor related travel expenses (which in the case of air travel will be limited
to the cost of commercial airfare) and associated costs, the cost of updating, producing and
distributing offering memoranda and other client materials; (xiii) expenses relating to any
amendment to the operating agreements of the Funds and the solicitation of any investor
consents; (xiv) regulatory and compliance expenses directly related to the Funds (including the
Funds’ reasonable share of third-party expenses incurred by Braidwell or the Funds in
...

Item 7: Types of Clients
Braidwell provides investment advisory services to the Funds. Investment advice is provided
directly to the Funds and not individually to the investors. Investors in the Funds may include,
but are not limited to, high net worth individuals, family offices, fund of hedge funds,
endowments, foundations, trusts, charitable organizations, insurance companies, pension
plans, sovereign wealth funds and corporate or business entities.
Details concerning applicable investor suitability criteria and minimum investment are set forth
in the respective Fund Governing Documents and subscription materials. The General Partner
maintains discretion to accept less than the minimum investment threshold specified in such
documents.
Certain of the Funds admit only investors that are “accredited investors” within the meaning
set forth in Regulation D under the Securities Act of 1933 and “qualified purchasers” as defined
in Section 2(a)(51) of the Investment Company Act. Certain other Funds require investors to
meet certain suitability qualifications, such as being both (A) “accredited investors” under SEC
Regulation D of the Securities Act of 1933 and (B) “qualified purchasers,” as defined in Section
2(a)(51)(A) of the Investment Company Act. It is anticipated that any future pooled investment
vehicle managed by Braidwell will have similar eligibility standards as the Funds.
Agreements with Investors
Braidwell, the General Partner and the Funds generally do not intend to enter into any side
letters or similar agreements (“Side Letters”) with any investor that grant more favorable fee,
Performance Allocation, liquidity or transparency terms with respect to a Fund than those set
forth in the applicable Fund’s then current private placement memoranda. However, Braidwell,
the General Partner and the Funds have entered into Side Letters to address specific legal,
regulatory or policy limitations, requirements or obligations applicable to certain investors.
Notwithstanding the foregoing, each of the Funds, Braidwell and the General Partner is
permitted to enter into Side Letters in certain circumstances subject to the Fund Oversight
Committee’s review and confirmation, when applicable. No such agreement will necessarily
entitle any other investor to the same terms of investment unless otherwise required by
applicable law.