1315 Capital LLC

Item 5. Fees and Compensation

The specific terms for the compensation of 1315 Capital by each Fund are dictated by the Fund’s
organizational documents and private placement memoranda which are provided to Fund investors
(collectively known as “Offering Documents”). 1315 Capital’s fees and compensation are deducted from
the assets or distributions of the Funds and the investors are not separately billed for services. The various
fees which 1315 Capital receives may include the following:
Management Fee – Each 1315 Capital Fund pays an annual management fee (the “Management Fee”)
equal to 2% of total capital commitments during a Fund’s investment period. After the investment period,
the Management Fee is 2% of the aggregate invested capital, less realized capital and plus un-called,
reserved capital for follow-on investments, where applicable. Management Fees will be paid quarterly in
advance as described in each Fund’s Offering Documents. If 1315 Capital were to be terminated as the
investment adviser to such Funds, a pro rata portion of any management fee paid in advance would be
rebated. Please see the memoranda or limited partnership agreements for a more complete description of
each such Fund’s management fee.
Carried Interest – The Funds will also allocate a portion of their investment profits (up to 20%) to their
respective Fund’s general partners, which are related persons with respect to 1315 Capital, as set forth in
each of the Fund’s Offering Documents (such profit allocation is commonly referred to as “Carried
Interest”). Carried Interest is generally subject to the achievement of an 8% annual rate of return (“Preferred
Return”) on the amount of unreturned capital contributions of investors, as of the date of determination.
Carried Interest, when applicable, is paid upon the distribution of proceeds generated by the dispositions of
each Fund’s portfolio investments and pursuant to a priority distribution waterfall after the return of
invested capital and preferred return, as applicable. 1315 Capital’s Carried Interest is charged in compliance
with Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Carried
Interest is considered a performance-based fee and described in greater detail below in Item 6.
1315 Capital Co-Invest Subzero, L.P., 1315 Capital CPI Co-Invest, L.P. and 1315 Capital Co-Invest Nu-
Tek, L.P. do not pay management fees or carried interest. The General Partners of the Funds may not be
subject to the Management Fee and the Carried Interest in connection with their investments in the Funds.
Fee Income – On occasion, 1315 Capital or employees of 1315 Capital may receive directors’ fees,
transaction fees, investment banking fees, break-up fees, advisory fees, monitoring fees, or other similar
fees in direct connection with partnership activities (“Other Fees”). For the avoidance of doubt, Other Fees
will not include any fees or expenses paid by the Fund’s portfolio companies for services rendered by the
Operating Team Members (as defined in Item 10), as further discussed in this filing.
Other Fees will generally be allocated to reduce management fees, to the extent management fees are
otherwise due, on a pro rata basis relative to each Fund’s holdings of that portfolio company as of a date
reasonably determined by the general partner. Within each Fund, the amount so allocated will reduce each
investor’s future management fees payable to 1315 Capital based on the total fees paid by such investor
during the preceding year in accordance with the Funds’ partnership agreements. In cases where Funds
have closed and have no future management fees, no allocation will be made.
Other Fees from portfolio companies paid to 1315 Capital employees will be forwarded to, and for the
account of, 1315 Capital to offset future management fees. Any stock or stock options required to be held

3025 JOHN F KENNEDY BLVD | SUITE 730 | PHILADELPHIA, PA 19104
267.288.8441 | WWW.1315CAPITAL.COM                                                                           5

in the individual 1315 Capital employee’s name will be segregated from his/her personal holdings to the
extent possible, until such stock or stock options are exercised and sold, and the proceeds are forwarded to
the account of 1315 Capital.
Other Fund Expenses – The Funds are responsible for all expenses related to its activities, including (i)
fees and expenses relating to the purchase, sale, or holding of investments (whether or not consummated),
(ii) legal, custodial, bookkeeping, accounting, auditing, investment banking, brokers and similar consulting
and professional fees, (iii) insurance premiums for director’s and officer’s liability insurance and other risk
management related costs, (iv) costs associated with capital calls on the investors and distributions to the
investors and any other communication or correspondence with the investors, (v) costs associated with
acquisition and maintenance of the accounting and reporting system, (vi) appraisal and valuation expenses,
(vii) costs associated with any meetings of the investors or the Advisory Committee (as defined in Item 8)
of the Funds, (viii) costs associated with registration of securities held by the Funds, maintaining the legal
status of the Fund, and liquidation of the Fund, and (ix) taxes, and other governmental charges, fees and
duties payable by the Fund. Additionally, the Funds will be responsible for all offering and organizational
expenses incurred in the formation and liquidation of the Funds, subject to limitation by the Fund’s Offering
Documents. The Funds have not paid any finder’s fees or broker’s fees in connection with the offering and
placement of Fund interests to investors. Any expenses common to the Funds managed by 1315 Capital or
its affiliates generally will be allocated among such entities on a basis reasonably believed by 1315 Capital
...

Item 7. Types of Clients

1315 Capital provides discretionary investment advisory services to the Funds. Interests in the Funds may
be purchased only by individuals and entities who are “accredited investors” as defined in Regulation D
promulgated under the Securities Act and “qualified clients” (as defined in Rule 205-3 of the Investment
Advisers Act of 1940), or “qualified purchaser” as identified in the 1940 Act. Investors in the Funds may
include, but are not limited to, public and private pension plans, corporate and business entities,
endowments and foundations, trusts and high net worth individuals. Minimum capital commitments from
investors are specified in each Fund’s Offering Documents. Each Fund’s general partner has the discretion
to waive or reduce the minimum capital commitment and has done so for certain investors. Any disclosed
general partner commitments by 1315 Capital may be funded by contributions from the Co-Founders,
employees, affiliated persons and others.

3025 JOHN F KENNEDY BLVD | SUITE 730 | PHILADELPHIA, PA 19104
267.288.8441 | WWW.1315CAPITAL.COM                                                                     8