Pantheon Ventures Inc

Item 5 – Fees and Compensation
Management Fees
Private Funds
PVI is a private equity manager. Our funds are neither registered under the Investment Company
Act of 1940, nor are their interests registered under the Securities Act of 1933. Accordingly,
interests in our funds are offered exclusively to investors satisfying the applicable eligibility and
suitability requirements either in private placement transactions within the United States or in
offshore transactions. No offer to sell our funds is made by the descriptions in this Brochure and
our funds are available only to investors that are properly qualified.
Typically, the basic fee schedule for our funds is an annual management fee that can range from
0.25% to 1.50% of aggregate capital commitments to and/or capital invested in a fund or
commingled or pooled strategies, plus a performance-based fee (payable to an affiliate of PVI),
generally in the form of “carried interest” based on a contractually agreed sharing mechanism,
which is not payable before third-party investors have received realized returns in an contractually
agreed-up amount.

PVI has a broad range of management fee structures that apply to different funds and/or at different
stages in the life of the same fund, such as pre- and post-investment period. Such structures may
include management fees that are based on investors’ capital commitments to, or on the net
invested capital of, or on investment commitments by, or on the NAV of, the relevant fund. PVI
reserves the right to reduce or waive some or all fees for certain investors in the funds it manages,
including for investors who are affiliated with PVI. The fees applicable to a particular fund are
detailed in the governing documents of the applicable fund. Investors should refer to each fund’s
governing documents for additional detail.
Management fees are typically paid quarterly in advance and deducted from each given fund’s
account; however, certain clients pay fees in arrears as outlined in the governing documents of
each such fund or account. If there are insufficient liquid assets to pay fees due, PVI will issue a
capital call notice to investors. Management fees are generally not refundable, absent certain
circumstances described in the governing documents of each fund or account.
Other amounts payable by investors in funds managed by PVI are described below under
“Additional Fees and Expenses Payable by Clients – Private Funds”.
Additional Fees and Expenses Payable by Clients
Private Funds
Investors in a PVI-managed private, closed-end fund typically bear their pro rata share of fees,
costs, and expenses incurred in the operation and administration of the fund (e.g., fees and
expenses associated with the fund’s insurance, custodians, legal counsel, administration,
accountants, auditors, consultants, and other service providers), origination, identification,
investigation, negotiation, acquisition, sale or disposition of the fund’s investments (collectively,
“Fund Expenses”). Fund Expenses are described in the governing documents for each respective
fund. PVI reserves the right to reduce or waive some or all Fund Expenses that would otherwise
be borne by certain investors in the funds, including investors who are affiliated with Pantheon,
provided that other investors are not prejudiced.
Investors in PVI’s funds also typically bear their pro rata share of a fund’s organizational and start-
up costs (collectively, “Organizational Expenses”). Organizational Expenses are described in the
governing documents for each respective fund. PVI reserves the right to reduce or waive some or
all Organizational Expenses that would otherwise be borne by certain investors in the funds,
including investors who are affiliated with Pantheon, provided that other investors are not
prejudiced.
In addition to the management fee, performance-based fee(s), Fund Expenses, and Organizational
Expenses incurred at the PVI fund level, underlying portfolio investments will typically have
similar, and in most cases higher, levels of management fees, performance-based fees, and other
fees and expenses, including operating fees (collectively referred to as “Underlying Investment
Fees and Expenses”). Further information regarding the management fees, performance-based
fees, and other fees and expenses associated with each particular PVI fund can be found in that
fund’s respective governing documents.

Fees for the Sale of Securities
With respect to PVI’S investment advisory business and the activities of Pantheon Securities, LLC
(“PSL”) (CRD #285480) (see “Item 10 – Other Financial Industry Activities and Affiliations” and

Item 7 – Types of Clients
PVI’s clients include funds that are either pooled investment vehicles or single-investor vehicles.
Investors in pooled investment vehicles managed by PVI include public and private pension plans
(both U.S. and non-U.S.), insurance companies, endowments, and foundations, among others. Our
private funds are not registered under the Investment Company Act of 1940, nor are their interests
registered under the Securities Act of 1933. Accordingly, interests in our funds are offered
exclusively to investors satisfying the applicable eligibility and suitability requirements, either in
private placement transactions within the U.S. or in offshore transactions.
Conditions for Managing Accounts
Our private funds typically require investors to make a minimum commitment amount ranging
from $5 million to $15 million. Such minimums can be waived at the discretion of the general
partner of the relevant fund.