Fees and Compensation — Form ADV Part 2A (3/31/2025)
[Brochure]
Item 5: Fees and Compensation
As compensation for investment advisory services to the Millennium Funds, a Management Fee is
payable quarterly and in advance by each respective Millennium Fund to TVP Management Services
which shares its investment advisory service responsibilities with TVP Management. The
Management Fee is charged to the Limited Partners of each Millennium Fund in accordance with its
Limited Partnership Agreement (LPA). In general, Management Fees are based on a percentage of
Limited Partner Capital Commitments, net of any reductions described in the manner below (the
“Management Fee”).
MANAGEMENT FEES
Management Fees are charged to Limited Partners starting from the date when investment
activities of the Millennium Fund commence and continuing through the investment period based
on a percentage of aggregate Limited Partner Commitments, regardless of when a Limited Partner
is actually admitted to the Fund. Subsequent to the investment period, in accordance with each LPA,
the Management Fee may be based upon a reduced percentage of Limited Partner Commitments, or
another arrangement as specified in each LPA. Management Fees payable by each Millennium Fund
will be reduced by any fees received (outlined further below) by its respective Management
Company.
All Management Fees received by Millennium are used to support the operation of TVP
Management. TVP Management pays certain operating expenses, including salaries, rent, utilities,
communications, office supplies, travel, and any other operating expenses that are not treated as
expenses to be borne by the Millennium Funds (as defined in each particular Limited Partner
Agreement).
A portion of the Management Fee may be waived or reduced by Millennium in its sole discretion, in
connection with investments made by the General Partners of the Millennium Funds.
OTHER FEES
Millennium may earn additional fees in the course of providing investment advisory services to the
Millennium Funds. Some of these fees might include director and advisory fees, cash or stock
received in the course of serving on a Portfolio Company board of directors, or break-up fees (fees
paid for investments which are not consummated).
A portion or all of these fees reduce future Management Fees in connection with the receipt of these
fees. The calculation of such reduction varies from fund to fund and is described in LPA for each
Millennium Fund.
Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2025)
[Brochure]
Item 7: Types of Clients
Millennium’s clients are the Millennium Funds (listed below). Each Millennium Fund is an
investment limited partnership or an investment limited liability company, which is formed for
purposes of investing in companies through the direction and control of each General Partner of the
respective Millennium Fund. The General Partners of these entities are affiliates of TVP
Management and TVP Management Services.
• Millennium Technology Value Partners II, L.P.
• Millennium Technology Value Partners II-A, L.P.
• Millennium NWS Holdings (Deep Instinct), LLC
• Millennium New Horizons (DI), LLC
Investors in the Millennium Funds generally include institutional investors, such as public pension
funds, foundations and endowments, trusts, family offices, other private equity funds, and high net
worth individuals. All Investors in the Millennium Funds are either accredited investors or qualified
purchasers.