ePlanet Capital Group Holdings LLC

Item	5	–	Fees	and	Compensation

A.	     Fee	Schedule
The	 fees	 and	 compensation	 payable	 to	 ePlanet	 are	 negotiable	 and	 vary	 among	 its	 Clients.
However,	the	range	of	compensation	is	generally	as	follows:
        1.	      Management	Fee
With	 respect	 to	 the	 Venture	 Funds,	 ePlanet	 typically	 receives	 a	 quarterly	 asset-based
management	 fee	 calculated	 as	 a	 percentage	 of	 each	 Investor’s	 committed	 capital,	 payable
quarterly	in	advance.	For	the	Equity	Fund,	ePlanet	receives	a	quarterly	management	based
on	the	closing	net	asset	value	(“NAV”)	of	the	prior	quarter.
        2.	      Performance-based	Fees
From	the	Funds,	ePlanet	generally	receives	an	incentive	allocation	equal	to	a	percentage	of
the	 net	 income	 allocated	 to	 each	 Investor	 for	 the	 year,	 but	 only	 to	 the	 extent	 net	 income
allocated	to	that	Investor	exceeds	any	cumulative	losses	that	were	allocated	to	that	Investor
for	earlier	periods	and	that	have	not	been	recovered	(a	“high	water	mark”).	This	incentive
allocation	 is	 generally	 between	 10%	 and	 25%	 and	 is	 typically	 made	 at	 the	 end	 of	 each
calendar	year.
Client	 expenses,	 including	 the	 management	 fee	 and	 any	 performance-based	 fees	 may
constitute	a	higher	percentage	of	average	net	assets	than	could	be	found	in	other	investment
programs.
B.	     Payment	of	Fees
Management	 fees,	 performance-based	 fees,	 and	 third-party	 fees	 (discussed	 below)	 are
deducted	 from	 Client	 assets.	 Management	 fees	 are	 withdrawn	 at	 the	 beginning	 of	 each
quarter.	Performance-based	fees	are	determined	as	of	the	last	business	day	of	the	calendar
year	and	as	of	any	date	on	which	an	Investor	makes	a	withdrawal	or	receives	a	distribution
from	such	Investor’s	capital	account(s).
C.	     Third-Party	Fees
Clients	 shall	 pay	 such	 costs	 and	 expenses	 as	 ePlanet	 shall	 reasonably	 determine	 to	 be
necessary,	 appropriate,	 advisable	 or	 convenient	 to	 carry	 on	 its	 business	 and	 realize	 its
objective,	 including	 but	 not	 limited	 to:	 (i)	 management	 fees;	 (ii)	 all	 general	 investment
expenses	(i.e.,	expenses	which	ePlanet	reasonably	determines	to	be	directly	related	to	the
investment	of	the	Client’s	assets);	(iii)	all	administrative,	legal,	accounting,	auditing,	record-
keeping,	tax	form	preparation,	compliance	and	consulting	costs	and	expenses;	(iv)	fees,	costs
and	 expenses	 of	 third-party	 service	 providers	 that	 provide	 such	 services;	 and,	 (v)	 any
extraordinary	expenses,	among	other	expenses.
ePlanet’s	 fees	 are	 exclusive	 of	 brokerage	 commissions,	 transaction	 fees,	 and	 other	 related
costs	 and	 expenses	 which	 shall	 be	 incurred	 by	 the	 Clients.	 Such	 charges,	 fees	 and
commissions	are	exclusive	of	and	in	addition	to	ePlanet’s	management	fee,	and	ePlanet	shall
not	receive	any	portion	of	these	commissions,	fees,	and	costs.

                                                                                        Part	2A	of	ADV:
                                                           ePlanet	Capital	Group	Holdings	LLC	Brochure

Please	see	Item	12	of	this	Brochure	regarding	brokerage.
D.	      Prepayment	of	Fees
ePlanet	will	pro	rate	the	management	fee	for	Fund	Interests	held	for	less	than	a	full	quarter
as	 a	 result	 of	 subscribing	 for	 interests	 other	 than	 on	 the	 first	 business	 day	 of	 the	 quarter.
Prepaid	but	unearned	fees	are	refunded	to	the	Clients	and/or	Investors,	as	the	case	may	be.
For	the	Equity	Fund,	ePlanet	generally	requires	Fund	Investors	wishing	to	withdraw	amounts
from	their	capital	accounts	upon	30	days	written	notice	for	the	last	business	day	of	a	quarter
and	does	not	permit	withdrawals	on	any	other	date.		In	the	event	that	ePlanet	does	permit	an
off-cycle	withdrawal	or	account	closure,	any	prepaid	fees	(such	as	management	fees)	will	be
refunded	for	the	partial	quarter.		Any	applicable	performance-based	fees	will	be	calculated	at
the	time	of	withdrawal	or	closure	and	deducted	from	the	proceeds.	For	the	Venture	Funds,
the	ePlanet	does	not	allow	for	withdrawals.
E.	      Outside	Compensation	for	the	Sale	of	Securities
Neither	ePlanet	nor	its	supervised	persons	accepts	compensation	for	the	sale	of	securities	or
other	investment	products	outside	of	its	association	with	ePlanet.
The	 foregoing	 discussion	 in	 Items	 5	 represents	 ePlanet’s	 basic	 compensation
arrangements.	 The	 management	 fees	 and	 incentive	 allocations	 described	 above	 are
structured	to	comply	with	Rule	205-3	under	the	Advisers	Act	and	applicable	state	laws.
Fees	 and	 other	 compensation	 are	 negotiable	 in	 certain	 circumstances	 and
arrangements	 with	 any	 particular	 Investor	 may	 vary.	 Although	 ePlanet	 believes	 its
fees	are	competitive,	lower	fees	for	comparable	services	may	be	available	from	other
investment	advisers.

Item	7	–	Types	of	Clients

ePlanet	provides	investment	advice	and	management	to	the	Funds.		ePlanet	may	in	the	future
provide	 the	 same	 or	 similar	 services	 to	 other	 privately	 placed	 investment	 funds	 and/or
separately	managed	accounts.
ePlanet	intends	to	restrict	the	number	of	Investors	in	the	Funds	and	will	offer	Interests	only
through	 non-public	 transactions	 in	 order	 to	 maintain	 their	 exclusion	 from	 “investment
company”	status	under	the	Investment	Company	Act	of	1940,	as	amended	(the	“Investment
Company	Act”).
Prospective	Investors	in	the	Funds	must	meet	eligibility	criteria,	and	are	subject	to	certain
withdrawal	 requirements	 and	 limitations.	 Prospective	 Investors	 are	 encouraged	 to
thoroughly	review	a	Fund’s	Constituent	Documents,	which	set	forth	all	of	the	terms	in	detail.
Though	the	Clients	generally	pursue	the	same	strategy,	offering	terms	may	differ.
The	Funds.		Each	Investor	generally	must	be	an	“accredited	investor”	(as	defined	in	Regulation
D	under	the	Securities	Act	of	1933),	a	“qualified	purchaser”	(as	defined	in	Section	2(a)(51)	of
the	U.S.	Investment	Company	Act	of	1940,	as	amended),	an	Investor	who	is	eligible	to	enter
into	a	performance	fee	arrangement	under	state	and/or	federal	law,	as	applicable,	and	must
meet	 other	 criteria	 as	 specified	 in	 the	 Constituent	 Documents.	 The	 minimum	 initial
investment	is	$250,000,	subject	to	waiver	at	the	discretion	of	ePlanet.