Plexo Capital Management LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
Below is a discussion of how Plexo Capital, a General Partner, another affiliated entity,
and/or another entity that is not affiliated with the Firm is generally compensated in
connection with providing advisory services to its Clients. The Firm may enter into different
fee arrangements. It is critical that all investors in all Clients refer to the applicable Client’s
Constituent Documents for a complete understanding of how the Firm is compensated for
its advisory services.
        1.      Management Fee
Plexo Capital typically receives a quarterly management fee calculated as a percentage
of each Investor’s committed capital, payable in advance/arrears. The management fee
varies among the funds but typically is 2.5% - 1.5%, reduced to 1% - 0.5% on the earlier
of the expiration of the investing period or the final close of a subsequent Fund. For certain
funds, Plexo Capital receives a 2% per annum asset-based management fee calculated
as a percentage of each Investor’s capital commitment, payable quarterly in advance.
Investors should review the applicable organizational documents for details.
        2.      Performance-based Fees
The Funds General Partners receive a carried interest allocation equal to a percentage of
the net income allocated to each Investor. This carried interest allocation is generally 10%
for LP Investments and 20% for Direct Investments, and is made on a date determined by
the General Partner prior to the given Fund’s dissolution. Carried interest will only be
charged to accounts of those Investors who are “qualified clients” as defined in Rule 205-
3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).
        3.      Fee Comparison
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 Management fees, which are paid in advance, are withdrawn
at the beginning of the 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

Funds bear all costs and expenses incurred in respect of: the purchase, holding
or sale or exchange or other disposition of securities, including reasonable
private placement and finder’s fees in contemplation of an investment by the

                                                                       Part 2A of ADV:
                                                Plexo Capital Management, LLC Brochure

Funds; unreimbursed costs and expenses incurred in connection with any
transfer or proposed transfer of interests or the default by any Investor in the
payment of capital contributions; real property or personal property taxes on
investments; travel expenses incurred in connection with the identification,
evaluation, consummation and management of investments; brokerage fees;
stock distribution agent fees; taxes applicable to the Funds on account of their
operations or investment activities; financing costs and interest and other
amounts paid in connection with borrowings of the Funds; fees incurred in
connection with the maintenance of bank or custodian accounts; legal and other
expenses incurred in connection with the registration of the Funds’ securities
under the Securities Act; legal, tax advisory and accounting fees and expenses
incurred in connection with the purchase or sale or exchange or other disposition
of securities; amendments to, and waivers, consents or approvals pursuant to,
the Constituent Documents; research expenses, including research-related cloud
storage; fees and expenses of research reports, surveys, white papers, statistical
and/or market data; and fees and expenses, including those of investment
advisers and independent consultants, incurred in investigating and evaluating
investment opportunities; and principal, interest and other expenses associated
with any borrowing or other financing by the Funds.

Funds shall also bear the fees of independent public accounting firms incurred in
connection with any surprise examinations conducted pursuant to the Custody
Rule, as well as the preparation of the Funds’ tax returns; costs of independent
appraisers; legal expenses of the Funds; accounting expenses paid to third
parties for the maintenance of the Funds’ books and records and preparation of
reports and correspondence; fees and expenses associated with anti-money
laundering compliance and accounting; costs associated with developing,
licensing, implementing, maintaining or upgrading any web portal, extranet tools,
computer software or other administrative or reporting tools (including
subscription-based services) for the benefit of the Funds or their Investors;
premiums associated with insurance fraud or crimes against the Funds or any
claims that could be made directly against them, their General Partners, the Firm
or any Indemnified Persons (as defined in the Constituent Documents) or that
could give rise to a Fund liability; preparation and other expenses associated with
periodic and other reports to Investors; costs associated with any Fund
information meetings; expenses of the advisory committee meetings and
reimbursement of reasonable out-of-pocket costs for the advisory committee
members and the General Partners to attend such meetings; and all expenses
that are not normal administrative and overhead expenses, including all legal
fees and expenses incurred in prosecuting or defending administrative or legal
proceedings relating to the Funds brought by or against the Funds, the Firm or
the General Partners, or the members, partners, employees or agents or former
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Item 7 – Types of Clients

Plexo Capital provides investment advice and management to the Funds. Plexo Capital
may in the future provide the same or similar services to other privately placed investment
funds and/or special purpose vehicles.
Plexo Capital 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.
Terms for Separate Accounts are generally similar to the Funds, but can be negotiated on
a case by case basis and may differ from those of 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 federal law, as applicable, and must meet
other criteria as specified in the Constituent Documents. The minimum initial capital
commitment is $5,000,000, subject to waiver at the discretion of Plexo Capital.