Pantheon Ventures UK LLP

Item 5 – Fees and Compensation
Management Fees
Private Funds
PV UK is a private markets manager that acts as investment manager or adviser with respect to
privately offered primary funds, secondary funds, infrastructure and real assets funds,
co-investment funds, private credit funds, and multi-strategy funds, including each series of such
funds, where applicable (referred to in this Brochure as our “funds”), that invest in private equity,
infrastructure, real assets, and private credit asset classes, as well as other underlying portfolio
investments. Such portfolio funds also invest in underlying portfolio investments or portfolio
companies. Accordingly, interests in our funds are offered to investors satisfying the applicable
eligibility and suitability requirements in private placement transactions within the U.K., U.S. or
in offshore transactions. No offer to sell our funds is made by the descriptions in this Brochure,
and our closed-end, private funds are available only to investors that are properly qualified.
Typically, the basic fee schedule for our funds is an annual management fee (payable to PV UK)
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 PV UK), 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-upon amount. Carried interest is more fully described in “Item 6 –
Performance-Based Fees and Side-by-Side Management”. PV UK 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 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. PV UK reserves the right to reduce or waive
some or all fees for certain investors in the funds, including for investors who are affiliated with
PV UK. 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, PV UK 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 PV UK are described below under
“Additional Fees and Expenses Payable by Clients – Private Funds”.
Separate Accounts and Other Funds
PV UK provides private equity, infrastructure, real asset, and credit investment advisory services
to institutional separate account clients. PV UK primarily provides discretionary investment
advisory services, but also takes on non-discretionary accounts, including portfolio monitoring
arrangements. The fees for PV UK’s services are negotiated on a case-by-case basis, including
whether a client will pay a fee in advance or in arrears. Unless otherwise agreed by the parties, if
fees are paid in advance, PV UK refunds any pre-paid but unearned fees upon termination of the

investment management relationship. Clients are invoiced for fees incurred, unless such client is
invested in a single investor fund or other fund, in which case fees are deducted from the relevant
fund’s account as described immediately above in the “Management Fees – Private Funds” section.
Fee arrangements can be fixed or calculated based off a percentage of a client’s capital
commitments, invested capital, net asset value, contributed capital, and/or value of the private
assets, and may attenuate between the pre- to post-investment phases. PV UK (or its affiliates)
will, at times, also be entitled to performance-based fees (e.g., carried interest) as agreed in the
limited partnership agreement, investment management agreement, or other governing document
for such account.
Other amounts payable by separate account clients are described below under “Additional Fees
and Expenses Payable by Clients – Separate Accounts and Other Funds”.
Additional Fees and Expenses Payable by Clients
Private Funds
Investors in a PV UK 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); as well as the origination,
identification, investigation, structuring, negotiation, financing, acquisition, holding, monitoring,
and sale or disposition of the fund’s actual or potential investments (e.g., reasonable travel and
other out-of-pocket expenses related to such investments); in addition to the fees, costs and
expenses of certain PV UK employees, partners, and other supervised persons (or affiliates, or
their supervised persons) attributable to their performance of certain activities of the respective
fund, including, but not limited to the respective fund’s formation, operations, legal expenses,
administration, accounts, management and liquidation (collectively, “Fund Expenses”). Fund
Expenses are described in the governing documents for each respective fund, and will be
applicable to the extent they are permitted by such governing documents. PV UK reserves the right
to reduce or waive some or all Fund Expenses that would otherwise be borne by certain investors
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Item 7 – Types of Clients
PV UK provides investment advisory services primarily to pooled funds investment vehicles and
institutional separate account clients. Our private funds that are either U.S.-domiciled or offered
to U.S. investors are offered to investors including public and private pension plans (both U.S. and
non-U.S.), insurance companies, endowments, foundations, and high net worth individuals, 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 to investors satisfying the applicable eligibility and suitability requirements in private
placement transactions within the U.K., the U.S. or in offshore transactions.
Pantheon’s separate account clients include public and private pension plans, among others. From
time to time, Pantheon will establish a single investor limited partnership fund whereby an affiliate
of Pantheon is the general partner.
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.

The minimum commitment amount for a customized separate account generally ranges from $100
million to $500 million, depending on the nature of the investment mandate. Such minimums can
be increased or decreased at PV UK’s discretion. In instances where a separate account is created
for a U.S. person or a client that resides in the U.S., the client must meet the definition of a
“qualified client” as defined by Rule 205-3 of the Investment Advisers Act of 1940.