325 Capital LLC

Item 5 - Fees and Compensation
Fees

325 Capital or the General Partner, as applicable, typically charges fees that are based upon a set
percentage of assets under management and performance. Set forth below are summaries of the fees
payable by investors in the Funds and other Clients. It should be noted that detailed disclosure about the
fees and other expenses applicable to an investment in the Funds is provided in the respective operative
documents. Those documents should be carefully reviewed prior to making an investment in the Funds.

In consideration for investment management services provided to the Funds, 325 Capital receives a
management fee payable in advance and calculated at an annual rate based on the net value of the relevant
assets as of the first business day of each calendar quarter or on the date of a contribution if other than the
beginning of a quarter. 325 Capital in its sole discretion reserves the right to waive, modify or calculate
differently the management fee for certain investors, including for investors that are members, principals,
employees or affiliates of the Adviser or for certain large or strategic investors.

In addition, the Adviser receives an annual performance-based incentive allocation reallocated from the
capital accounts of each investor to the Adviser. The incentive allocation is based on an investor’s realized
and unrealized returns over a specified period compared to a hurdle rate. At subscription, investors must
make a one-time, irrevocable election between a fixed hurdle, where incentive fees apply only to returns
exceeding a fixed rate, or a market hurdle, where fees apply only to returns surpassing the index’s
performance. This election remains in effect for the duration of the investment and is outlined in the
offering materials. 325 Capital in its sole discretion reserves the right to waive, modify or calculate
differently the incentive allocation for certain investors, including for investors that are members,
principals, employees or affiliates of the Adviser or for certain large or strategic investors. In such
circumstances, the Funds may, for administrative convenience, issue a separate series/class or sub-class
of interests/shares to any such person.

Investors in a Fund are generally limited in their ability to terminate their participation in a Fund. In
addition to other redemption and transfer restrictions that are described in each Fund's offering materials,
the Funds impose a “lock-up” period such that investors may not withdraw capital that has not been
invested for a specified period of time. Subsequent to the lock-up period, investors may make partial
withdrawals of their capital account balances subject to the limitations described in the respective Fund’s
offering materials.

SMA Clients are typically charged a management fee based on the net asset value of the relevant assets,
invoiced quarterly in arrears, and may be subject to other fees as described in the respective investment
management agreements. The terms and fee arrangements to which each SMA Client is subject will be
individually negotiated and may differ from other clients.

Neither 325 Capital or any of its affiliates or its related persons receive commission or transaction-based
compensation related to the sale of interests in the Funds.

Other Fees and Expenses

The Funds typically pay their own expenses, as set forth in the respective offering materials. The Funds
will incur other expenses in connection with 325 Capital’s advisory services that are not included in 325

325 Capital: Part 2A

Capital’s fees, including without limitation transaction fees, brokerage commissions, custody fees and
other related costs and expenses that will be incurred by a Fund with respect to the transactions for its
account. The Funds will also bear additional charges, including, without limitation, legal and organizational
expenses in connection with the Fund’s formation and initial offering, and ongoing expenses necessary to
perform the operation of each such Fund. Expenses will generally be shared by all investors on a pro rata
basis.

Other Clients will pay their own expenses, as set forth in the respective offering materials or investment
management agreement. In the event expenses are required to be allocated amongst Clients, 325 Capital
will seek to allocate the expenses in a fair and equitable manner taking into account the extent to which
each Client benefits from the particular product or services. Depending upon the nature of the expense,
the allocation methodology applied by 325 Capital may vary. Such methodologies may include allocating
the expense (i) on a pro rata basis in proportion to the relevant Clients’ assets under management or
relative use of the item of expense (or relative participation in an investment, if the expense is related to
such investment); (ii) equally among all participating Clients; or (iii) in another manner that 325 Capital
deems fair and equitable.

325 Capital will render its services to Clients at its own expense and will be responsible for its overhead
expenses including: office rent; utilities; furniture and fixtures; stationery; secretarial/internal
administrative services; salaries and bonuses; entertainment expenses; employee insurance and payroll
taxes.

It is very important that investors refer to their respective Fund’s governing documents for a complete
understanding of how the Adviser is compensated for its advisory services. The information contained
herein is a summary only and is qualified in its entirety by the relevant Fund governing documents.

Item 7 - Types of Clients

325 Capital provides investment advisory services to pooled investment vehicles operating as private
investment funds. When deemed appropriate for a large or strategic investor, 325 Capital may elect to
establish a separately managed account, which may (i) tailor its investment objectives to specific financial
instruments and/or (ii) be subject to different terms and fees than those of other Clients. Such investment
objectives, fee arrangements and terms will be individually negotiated.

Each investor in the Funds must meet certain eligibility provisions: interests in the Funds are generally
offered to investors who qualify as both (i) accredited investors within the meaning of Regulation D of the
Securities Act, and (ii) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company
Act. Additionally, the minimum initial investment is $5 million subject to reduction at the discretion of the
Adviser.