Pantheon Ventures US LP

Item 5 – Fees and Compensation
Management Fees
Private Funds
PV US is a private markets manager that acts as an 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 other underlying portfolio
investments. Such portfolio funds also invest in underlying portfolio investments or portfolio
companies. Private investments and portfolio companies are referred to in this Brochure as
“portfolio companies.” Other than three funds registered under the Investment Company Act of
1940 and, as applicable, under the Securities Act of 1933 (the “40 Act Funds”) that are managed
or sub-advised by PV US, most of 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 to investors satisfying the applicable eligibility and suitability
requirements, either in private placement transactions within the 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 US)
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 US), 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. PV US 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 US 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 PV US. 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 US 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 US are described below under
“Additional Fees and Expenses Payable by Clients – Private Funds”.
Separate Accounts and Other Funds
PV US provides private equity, infrastructure, real asset, and credit investment advisory services
to institutional separate account clients, as well as to a fund established under a collective
investment trust that is offered to defined contribution plans (the “CIT Fund”) and the 40 Act
Funds. PV US primarily provides discretionary investment advisory services, but also takes on
non-discretionary accounts, including portfolio monitoring arrangements. The fees for PV US’
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, Pantheon 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 (including the CIT Fund and the 40 Act Funds), 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 US (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 US-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 US employees, partners, and other supervised persons (or affiliates, or their
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Item 7 – Types of Clients
PV US provides investment advisory services primarily to pooled funds investment vehicles and
institutional separate account clients. Our private funds 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. Other than the 40 Act Funds, most of
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, either in private
placement transactions within the U.S. or in offshore transactions.
PV US’ separate account clients include public and private pension plans, among others. From
time to time, PV US will establish a single investor limited partnership fund whereby an affiliate
of PV US is the general partner. PV US is also the adviser to two 40 Act Funds and the sub-adviser
to one 40 Act Fund, as well as the trustee of the CIT Fund. The 40 Act Funds are closed-end
investment companies registered under the Investment Company Act of 1940 and under the
Securities Act of 1933. Their interests are offered exclusively to investors satisfying the applicable
eligibility and suitability requirements set forth in the offering documents of each such fund.
Conditions for Managing Accounts
Other than the 40 Act Funds, 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 US’ discretion. In instances where a separate account created for
a U.S. person or client, the client must meet the definition of a “qualified client” as defined by
Rule 205-3 of the Investment Advisers Act of 1940.