33 Capital Management LLC

ITEM 5: FEES AND COMPENSATION
  FEE DESCRIPTION AND SCHEDULE
  Private Placements

  Management Fee. As compensation for investment advisory services rendered to the Pooled Investment
  Vehicles, 33 Capital receives an annual management fee calculated, accrued, and paid for the Company and
  the Funds in quarterly in arrears, for the Master-Feeder in monthly in advance (the “Management Fee”). The
  Management Fee is a percentage (annualized) of the Net Asset Value attributable to the Member’s Capital
  Account as of the last day of the previous month. Management fees paid by the Pooled Investment Vehicles are
  indirectly borne by the Members in such Pooled Investment Vehicle. With the Master-Feeder, for purposes
  calculating the Management Fee, Net Asset Value is calculated without reduction for any Profit Allocations
  payable or allocable as of the end of such month, see Item 6: Performance-Based Fees and Side-By-Side
  Management for more information about the Profit Allocation.

  33 Capital, in its discretion, may agree to waive or amend the amount of any Management Fee or Profit
  Allocation amount attributable to any Member.

      Members should refer to a Pooled Investment Vehicle’s Offering Materials for more detailed information
      regarding the calculation of the Management Fees. The information contained herein is a summary only
      and is qualified in its entirety by such documents.

  Separately Managed Accounts

  Investment advisory fees are agreed in writing prior to an engagement. Fees are billed quarterly, generally, in
  advance. The fee will be equal to the agreed upon rate per annum (as set forth in the investment advisory
  agreement with each client), calculated typically on the opening balance for the period of the assets in the
  account(s) as provided by the account(s)’ custodian and includes cash and cash balances invested in money
  market funds. At times, the fee charged will be higher than the money market yield. Additionally, clients will be
  charged a performance fee (as set forth in the investment advisory agreement with each client) of any net
  profits derived from the accounts under management. The performance fee shall be calculated annually after
  taking into consideration all expenses (including the management fees), any net loss carry forward, adjusted
  for withdrawals or additions. For full discussion of these performance fees, please see Item 6: Performance-
  Based Fees and Side-by-Side Management.

 33 CAPITAL MANAGEMENT LLC | Form ADV 2A                                                                   Page| 6

 33 Capital retains discretion to negotiate fees on a client-by-client basis. Client facts, circumstances, and needs
 are considered. Factors considered include the number, type, and size of the account(s); the value of the assets
 under management for the client relationship; anticipated future assets; the range and frequency of additional
 services provided to the client and account(s); and/or as otherwise agreed with specific clients.

 Please note, 33 Capital may, in its sole and absolute discretion, waive or reduce the investment advisory fees
 for employees, former employees, family members, and affiliates of 33 Capital. As a result, 33 Capital may offer
 certain clients lower fees than other clients. Clients may pay more or less than clients might otherwise pay if
 purchasing services separately or through another investment advisor or broker-dealer.

 A Note About Margin: To the extent that a client authorizes the use of margin in the management of the client’s
 investment portfolio, the market value of the client’s account may be increased depending upon if the client
 posts additional funds to the accounts managed by us. If additional funds are posted, the corresponding fee
 payable by the client to us will be increased because we include the margin balance in the client’s overall
 management fee calculation. This creates a conflict of interest because we earn a higher fee and have a
 disincentive to recommend that the client trim or eliminate the margin balance. The market value will not be
 adjusted by any margin debit.

 FEE DEDUCTION
 Private Placements

 The Pooled Investment Vehicles pay the firm’s Management Fees and Profit Allocation (as described in Item 6
 – Performance-Based Fees and Side-By-Side Management), if applicable, in the manner set forth in each Pooled
 Investment Vehicles’ Offering Materials.

 Separately Managed Accounts

 Each separately managed account client is expected to authorize 33 Capital to instruct the custodian to deduct
 the firm’s fees from the client’s assets in the client’s account(s). In the manner directed by the custodian, 33
 Capital will submit its fees for deduction from each client’s account(s). The fees deducted are reported on the
 account(s)’ statements provided by the custodian. Each client is responsible for verifying fee computations since
 custodians are not typically asked to perform this task. If you have questions about a specific fee calculation,
 please contact us.

 THIRD PARTY FEES AND EXPENSES
 Private Placements

 Each Pooled Investment Vehicle shall bear its expenses, which shall generally include the expenses set forth
 below. The types of expenses borne by a particular Pooled Investment Vehicle may vary among the Pooled
 Investment Vehicles. Please refer to the Offering Materials of the applicable Pooled Investment Vehicle for
 details regarding the practices of such Pooled Investment Vehicle.

 (a) The Pooled Investment Vehicles shall pay (or reimburse the Manager or such other Manager Party, if
 applicable) all of the organizational and restructuring costs of the Pooled Investment Vehicles (including, but
 not limited to, legal, accounting, printing, and other expenses). The Manager may cause a Pooled Investment
 Vehicle to amortize such costs and expenses for Net Asset Value purposes over the first sixty (60) months of
...

ITEM 7: TYPES OF CLIENTS
  Private Placements

  33 Capital provides investment advisory services to Pooled Investment Vehicles, to the 33 Private Opportunities
  Fund LLC, a series limited liability company, and its separate and distinct series of limited liability company
  interests, of which, each distinct series comprises of its own individual Fund, and the 33 Global Opportunities
  Master Fund LLC (U.S.) and the 33 Global Opportunities Offshore Fund, Ltd. (Cayman Islands), a master-feeder
  relationship (the “Master-Feeder”).

  Please see each Pooled Investment Vehicle’s Offering Documents for any minimum investment requirements. If
  there is a minimum investment, 33 Capital may, in its sole discretion, accept a lessor amount.

  Separately Managed Accounts

  We offer investment advisory services to high-net-worth clients, their trusts and estates, charitable
  organizations, corporations, and other types of entities.

  A minimum asset base of $10,000,000 is required, although this will be negotiable under certain circumstances.