325 Capital is a Delaware limited liability company that was formed in 2018 and maintains its principal
place of business in New Yok, New York. 325 Capital provides investment advisory services on a
discretionary basis to private funds organized via a master-feeder structure (each a “Fund” and
collectively, the “Funds”) and separately managed accounts (each an “SMA Client”; together with the
Funds, “Clients”). The Funds are exempt from registration under the Investment Company Act of 1940,
as amended (the “Investment Company Act”), and their securities are not registered under the Securities
Act of 1933, as amended (the “Securities Act”). An affiliate of 325 Capital acts as the general partner of
the Funds (the “General Partner”). 325 Capital and the General Partner (collectively, the “Adviser”) are
ultimately owned by Anil Shrivastava, Dan Friedberg, and Michael Braner (collectively, the “Managing
Partners”).
325 Capital generally has broad and flexible investment authority with respect to Clients. Each Fund’s
objectives and strategies are set forth in a confidential private offering memorandum (and any applicable
supplements) provided to each investor in the relevant Fund. The investment objectives and strategies
of SMA Clients are set forth in the respective investment management agreement.
The Funds’ investment objective is to achieve long-term capital appreciation by investing in a
concentrated portfolio of high-quality, public equity securities of North American small-cap companies
and acting as constructive partners with the management and boards to achieve a fact-based blueprint
to generate returns. The investment objective of any SMA Clients is substantively similar to the Funds.
325 Capital tailors its services to Client needs respective
to the investment objectives set forth in the
applicable private offering memorandum or investment management agreement but does not provide
recommendations specific to any one individual investor. The Funds may enter into side letters and other
agreement and arrangements with certain investors in the Funds, which may provide terms and
conditions that are more advantageous than those set forth in the applicable offering memoranda. Such
terms and conditions may include without limitation special rights to make future investments in the
Funds or other investment vehicles managed by 325 Capital, different transparency rights, and/or
different fee terms.
When deemed appropriate for a large or strategic investor, 325 Capital may elect to establish a separately
managed account, which may (i) tailor 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.
325 Capital does not participate in any wrap fee programs.
As of February 29, 2024, 325 Capital had $233,620,000 of regulatory assets under management on a
discretionary basis. 325 Capital does not manage any client assets on a non-discretionary basis.
All discussions of the Funds in this brochure, including but not limited to their investments, the
strategies used in managing the Funds, the fees and other costs associated with an investment in the
Funds, and conflicts of interest faced by the Firm in connection with management of the Funds, are
qualified in their entirety by reference to each Fund’s respective offering memorandum and advisory
agreement.
325 Capital: Part 2A Page 5