FEES AND COMPENSATION
A. Advisory Fees and Compensation
The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief
summary of such fees is provided below.
1. The Venture Funds
(a) Management Fee
Generally, the Venture Funds pay the Investment Adviser a fee for investment management services
(the “Management Fee”) for each fiscal quarter of up to .25%-.5% (1%-2% per annum) of the
aggregate capital commitments of certain investors for such fiscal quarter. The Management Fee is
calculated and paid in advance.
In the sole discretion of the applicable Fund General Partner, the Management Fee may be waived,
reduced or calculated differently with respect to certain investors, including, without limitation, any
Investment Adviser-related investor.
(b) Carried Interest
Generally, net proceeds of the investments of the Venture Funds will be distributed to the investors
upon realization. The Fund General Partner is entitled to carried interest as follows (for certain
Venture Funds the terms of the accrual of carried interest, including the distribution percentages
listed below, may vary for certain investment classes). For the Venture Funds, the carried interest
generally equals ten to twenty percent (10-20%) until such investor in the Venture II Fund, Venture
III A Fund, or Venture III Fund receive aggregate distributions sufficient to provide it with a forty
percent (40%) internal rate of return on its capital contributions. Thereafter the carried interest will
equal 30% for the Venture II Fund, Venture III A Fund, and Venture III Fund. In the sole discretion
of the applicable Fund General Partner, the carried interest may be waived, reduced or calculated
differently with respect to certain investors, including, without limitation, any Investment Adviser-
related investor.
2. The Early-Stage Token Funds
(a) Management Fee
Generally, the Early-Stage Token Funds pays the Investment Adviser a Management Fee for each
fiscal quarter equal to .75% (3% per annum) of the beginning balance of each capital account of an
investor for such fiscal quarter. The Management Fee is calculated and paid in advance but is
amortized monthly by the Early-Stage Token Funds over the quarter for which such Management
Fee is paid.
The Management Fee will be prorated for any capital contribution or withdrawal by an investor that
is effective other than as of the first day of a quarter. In the event of a withdrawal by an investor
other than as of the last day of a quarter, the Investment Adviser will pay to the applicable Fund an
amount equal to the pro rata portion of the Management Fee, based on the actual number of days
remaining in such quarter, and the applicable Fund will distribute such amount to the withdrawing
investor. In the sole discretion of the Fund General Partner, the Management Fee may be waived,
reduced or calculated differently with respect to certain investors, including, without limitation, any
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Investment Adviser-related investor. The Fund General Partner’s capital account will not be debited
with any Management Fee.
(b) Incentive Allocation
Generally, at the end of each fiscal year of the Early-Stage Token Funds, the Liquid and Early-
Stage Token General Partner is entitled to an incentive allocation of an amount equaling 30% of the
net capital appreciation (which includes both realized gains and losses and unrealized appreciation
and depreciation of securities held in the applicable Fund’s portfolio) allocated to an investor’s
capital account for such fiscal year after deducting the Management Fee debited to such investor’s
capital account for such fiscal year, subject to a loss recovery account mechanism.
In the event that an Early-Stage Token Fund is terminated or an investor withdraws other than at
the end of a fiscal year, then for purposes of determining the incentive allocation allocable at such
time to the Liquid and Early-Stage Token General Partner, net capital appreciation will be
determined as if such dates were the end of the fiscal year, subject to certain adjustments. In the
sole discretion of the Liquid and Early-Stage Token General Partner, the incentive allocation may
be waived, reduced or calculated differently with respect to certain investors, including, without
limitation, any Investment Adviser- related investor.
3. The Early-Stage Token Offshore Funds
(a) Management Fee
Generally, Pantera Early-Stage Token Fund Ltd pays the Investment Adviser a Management Fee
for each fiscal quarter equal to .75% (3% per annum) of the gross asset value of each series of shares
as of the beginning of such fiscal quarter. The Management Fee is calculated and paid in advance
but is amortized monthly by the Pantera Early-Stage Token Offshore Fund Ltd over the quarter for
which such Management Fee is paid.
The Management Fee will be prorated for any subscription or redemption by an investor that is
effective other than as of the first day of a quarter. In the event of a redemption by an investor other
than as of the last day of a quarter, the Investment Adviser will pay to the Early-Stage Token
Offshore Fund Ltd (or the Pantera Early-Stage Token Master Fund LP) an amount equal to the pro
rata portion of the Management Fee, based on the actual number of days remaining in such quarter,
and the Early-Stage Token Offshore Fund will distribute such amount to the redeeming investor. In
the sole discretion of the Investment Adviser, the Management Fee may be waived, reduced or
calculated differently with respect to certain investors, including, without limitation, any Investment
Adviser-related investor.
(b) Incentive Allocation
Generally, at the end of the 12-month period ending on June 30, Early-Stage Offshore Incentive
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