Item 5 - Fees and Compensation
Tekne is paid an asset-based investment management fee of up to 2.0% per annum of the net assets
of the respective Client account. Investment management fees are generally charged in advance
based on the total market value of the assets in the Client account. Investment management fees
will be charged as of the effective date of the investment management agreement or the date of
any additional contribution in respect of a Client account based on the value of the assets as of the
applicable date and will be prorated for the number of days remaining in the investment
management fee period provided in the relevant investment management agreement.
Tekne and/or a related person may be paid performance-based compensation, which is
compensation that is based on a share of capital gains on or capital appreciation of the assets of a
Client account. This compensation may be paid to Tekne or to a related person of Tekne in an
amount of up to 20% of net profits.
Tekne may waive, reduce or calculate differently the investment management fee and
performance-based compensation applicable to a given investor.
Tekne, its affiliates and/or one or more Funds have entered into and may enter into additional
agreements (“Side Letters”) with certain investors that will result in different terms of an
investment in the applicable Fund than the terms applicable to other investors. As a result of such
Side Letters, certain investors may receive additional rights that other investors will not necessarily
receive. Except as required by law, in general, Tekne will not be required to notify other investors
of any such Side Letters or any of the provisions of the Side Letters. Tekne, its affiliates and the
Funds will not be required to offer such additional and/or different rights and/or terms to any or
all of the other investors, unless required by law or contract.
The foregoing description of the compensation to be received by Tekne from its Clients is intended
to be general in nature. The specific terms and other conditions of the management fees and the
performance-based compensation to which investors will be subject are set forth in the relevant
offering memoranda, limited partnership agreements, investment management agreements and
other governing documents of the Clients. All performance-based compensation allocable to
Tekne and/or its affiliates will be effected consistent with the requirements of Section 205 of the
U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 205-3
thereunder.
Fund assets may be invested in money market funds or other mutual funds managed by
independent managers, including funds at custodian banks, broker-dealers or other custodians, and
may be subject to management fees charged by the manager of these funds, which are in addition
to the management fees charged by Tekne.
Each Master Fund and TPV Master Fund bears all of its own organizational, offering and operating
expenses and those of the corresponding Feeder Funds and TPV Feeders in accordance with the
applicable Fund’s offering documents. Such expenses include, but are not limited to, brokerage
and transaction costs associated with the investment and trading of the Funds’ assets. (See Item
12 for important disclosures regarding brokerage.) Each Feeder Fund and TPV Feeder will
generally bear its pro rata share of the expenses paid by the Master Fund and TPV Master Fund,
as applicable, in which it invests. However, as a matter of fairness, expenses that are incurred on
behalf of a given Feeder Fund or TPV Feeder may be allocated solely to that Feeder Fund or TPV
Feeder.
To the extent that expenses to be borne by a Master Fund or a Feeder Fund are paid or advanced
by Tekne or its affiliate, the Master Fund will reimburse such party for such expenses.
The allocation of expenses by Tekne between it and any Client and among Clients represents a
conflict of interest for Tekne. Tekne has adopted an expense allocation policy that is designed to
address this conflict. Tekne allocates expenses to each Client in accordance with the Client’s
arrangements with Tekne (including applicable Feeder Fund disclosures). Tekne seeks to allocate
shared expenses for products and services benefitting Tekne and a Client and not covered in the
Client’s arrangements in a fair and reasonable manner. Tekne allocates common Client expenses
among multiple Clients pro rata based on gross assets under management as of the beginning of
each monthly period in which the expenses are incurred. Tekne may deviate from this standard
allocation method if it determines that an expense disproportionately benefits a particular client or
group of Clients. Where an expense is paid less frequently than monthly, each Client will accrue
its proportion of the expense on a monthly basis in accordance with an allocation determination
made at the beginning of each month; provided, however, that Tekne may deviate from such
determination if the relative gross assets under management of the Clients changes materially.