Brinley Partners LP

Item 5. Fees and Compensation
The following disclosures represent the compensation arrangements Brinley currently has in place with its
Clients.

 Form ADV Part 2A: Firm Brochure
Management Fees
The fee for investment advisory and management services that we provide to Private Debt Fund I and Private
Debt Fund II is a base management fee, calculated as a percentage of such Fund’s capital invested in
investments, including the amount of any borrowings under a subscription credit facility used to finance the
purchase of investments, as applicable, reduced by the amount of any investments that are written down or
written off, which write-downs/write-offs may be offset by permanent enhancements in the value of other
investments. Management fees for Private Debt Fund I and Private Debt Fund II are payable quarterly in
arrears and deducted from their respective assets and paid or otherwise credited to us in accordance with
the terms of their respective governing documents.
Brinley does not charge a management fee in respect of the investment advisory services it provides to Co-
Invest Fund I.
The fee for investment advisory and collateral management services that Brinley, or an affiliate, provides
as collateral manager to CLOs is a base management fee and, in certain CLOs, an additional subordinated
management fee (collectively, as applicable, the “Collateral Management Fees”), calculated as a
percentage of the aggregate principal amount of collateral assets of the CLO, as further defined in the CLO
governing documents. The Collateral Management Fees are payable quarterly in arrears, and such fees may
be waived or deferred at the discretion of Brinley, or an affiliate serving as collateral manager of the CLO,
in accordance with the terms of the indenture, note purchase and security agreement or other governing
documents of such CLOs.
Performance-Based Compensation
Pursuant to the governing documents of Private Debt Fund I and Private Debt Fund II, their respective Fund
General Partners are entitled to receive an allocation of the net profits such Funds after the limited partners
of such Funds receive distributions equal to their aggregate capital contributions, plus a preferred return
(such allocation of net profits, “Carried Interest”).
Brinley, the applicable Fund General Partner and their respective affiliates do not receive Carried Interest
or other forms of performance-based compensation with respect to Co-Invest Fund I.
Brinley, or an affiliate, expects to receive incentive allocation, a performance fee or other forms of
performance-based compensation with respect to certain CLOs, as set forth in the indenture, note purchase
and security agreement or other governing documents of such CLOs.
All compensation arrangements in respect of which Brinley receives compensation based on a share of
capital gains or capital appreciation will comply with the requirements of Rule 205-3 of the Advisers Act.
For additional information about performance-based fees, please refer to Item 6 below, “Performance-
Based Fees and Side-By-Side Management.”
Investment-Related Fees
In connection with certain types of investments, most commonly originated private loans, that are made or
proposed to be made by our Clients (including the Funds and Brinley Partners CLOs), it is common for the
applicable borrower or portfolio company to pay the lenders or investors (including the Funds and Brinley
Partners CLOs) one or more fees (in addition to any interest, dividends or other compensation) as
consideration for providing or committing to provide financing to (or make an investment in) such
portfolio company and/or, where applicable, for providing ancillary services in connection with such
financing or investment, such as serving as administrative agent or arranger in respect of a loan facility.
Depending on the transaction, such fees may be characterized as “origination,” “commitment,”
“documentation,” “structuring,” “facility,” “monitoring,” “upfront,” “agency” or other designations.

 Form ADV Part 2A: Firm Brochure
The governing documents of certain Funds and certain other Clients, including certain Brinley Partners
CLOs, provide that certain of such fees, including origination and commitment fees, are part of our advisory
compensation and (subject to certain limitations and caps set forth in such Funds’ and CLOs’ applicable
governing documents) are retained by Brinley and not offset (in whole or in part) against the applicable
management fees payable to us. Additionally, with respect to certain Brinley Partners CLOs, such
transaction-based fees may be payable to Brinley based on a percentage of the principal amount of each
collateral asset originated into such CLOs, irrespective of whether any origination or other fees were payable
by the borrower to the CLO and/or other lenders in connection with the associated transactions. To the
extent the aggregate amount of such fees payable in respect of particular investment exceeds the amount
Brinley is permitted to retain under a Client’s governing documents, such excess is paid to or otherwise
inures to the benefit of the Clients and their limited partners, note holders (or other investors, as applicable).
Please refer to Item 11 below under the caption “Conflicts of Interest—Loan Origination” for additional
information regarding such fees.
Other Expenses
Clients generally bear any and all fees, costs, expenses, liabilities or obligations attributable to their
activities and/or that are incurred by Brinley for their benefit, in accordance with the terms of their
respective governing documents.
These fees, expenses and costs generally include, but are not limited to, the categories of fees, expenses and
costs described below. For the avoidance of doubt, the description below is summary in nature, non-
exhaustive and subject in all respects to the terms of a Client’s actual governing contract.
(1) Organizational Expenses
...

Item 7. Types of Clients
Currently, Brinley provides investment advisory services to the Funds and the Brinley Partners CLOs. We
anticipate that we will provide advisory services to one or more additional Clients, which may include other
private investment funds, CLOs, business development companies, co-investment vehicles and separately
managed accounts. The investors in these Clients may include, without limitation, U.S. and non-U.S.
corporate and government pensions, insurance companies, tax-exempt organizations, university and other
endowments, sovereign wealth funds, family offices, high-net worth individuals, and other qualified
persons.

 Form ADV Part 2A: Firm Brochure
The limited partners of the Funds and note holders or other investors in the Brinley Partners CLOs are required
(and Brinley and our affiliates expect that prospective investors in other Clients will also be required) to
meet certain suitability and net worth qualifications, such as being an “accredited investor” within the
meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as
amended (the “Investment Company Act”) and, in certain instances, a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act. Certain Clients (such as pooled investment funds) may
require prospective investors to make a minimum commitment, subscription or contribution in order to
invest in such Clients, although in most cases Brinley or our affiliates are expected to have discretion to
accept lesser amounts (subject to applicable law).