Notice Regarding Transaction Fees and Third-Party Arrangements

This notice (“Notice”) is addressed to clients of the Pantheon Group and any direct or indirect investor in any fund managed or advised by a member of the Pantheon Group (a “Pantheon Fund”).

Transaction Fees
Pantheon Group’s policy is not to retain transaction fees from managers or sponsors of third-party funds that are attributable to a portfolio investment by any given investment management or investment advisory client of the Pantheon Group (including any Pantheon Fund). Any such fees which are received are reimbursed to such client or offset against the fees otherwise due from such client to the Pantheon Group.

Exceptionally, certain members of the Pantheon Group may act as placement agent for third party funds or companies and may receive compensation, directly or indirectly, from such entities, or an affiliate thereof, in connection with the purchase of interests in such entity. Such compensation may include broker or placement fees based on the percentage of capital raised for such entity or a share of management fee or carried interest payable from such entity. However, as described above, any such compensation that is attributable to the investment by any given investment management or investment advisory client of the Pantheon Group (including any Pantheon Fund) will be reimbursed to such client or otherwise offset against the fees due from such client.

Benefits
In connection with the provision of its services to clients of the Pantheon Group (including Pantheon Funds), members of the Pantheon Group may receive hospitality (including food and drink), and travel and accommodation costs and certain other non-monetary benefits provided by sponsors or managers of portfolio investments (or affiliates thereof), including for the purpose of facilitating attendance by members of the Pantheon Group on behalf of clients of the Pantheon Group (including Pantheon Funds) at periodic investor meetings for investors in portfolio funds or at meetings of advisory committees / advisory boards of portfolio funds, or during such meetings. The receipt of such hospitality and costs is incidental to attendance at, and participation in, such meetings which enhances the quality of the Pantheon Group’s services and does not impair the Pantheon Group’s ability to discharge its fiduciary duties. They are not dependent on or otherwise related to the level of assets invested by any individual underlying investor/client, and attendance at portfolio fund meetings is on behalf of all clients of the Pantheon Group (including Pantheon Funds) invested in such portfolio funds. Further details of such hospitality and costs received are available to clients of Pantheon Group and investors in Pantheon Funds upon request.
In this regard, the Pantheon Group is committed to conducting its business with integrity, paying due regard to the interests of clients (and investors in Pantheon Funds) and treating them fairly to ensure that business is based strictly on the value of the products and services the Pantheon Group offers, and not on the gifts or entertainment it gives or receives. The Pantheon Group has adopted a Gifts & Entertainment Policy which all members of staff are required to comply with.

January 2020

1Pantheon Group means Pantheon Holdings Limited, Pantheon Ventures, Inc., Pantheon Capital (Asia) Limited, Pantheon Ventures (UK) LLP, Pantheon Ventures (US) LP, Pantheon Ventures (HK) LLP, Pantheon Ventures (Ireland) DAC and each of their respective subsidiaries and subsidiary undertakings, from time to time