Fees and Compensation — Form ADV Part 2A (4/1/2015)
[Brochure]
ITEM 5 FEES AND COMPENSATION
The following provides a general description of fees, compensation and expenses of the
Firm. Each Fund’s limited partnership agreement describes the fees, compensation and expenses
of the particular Fund in much greater detail.
A. Advisory Fees and Compensation
With respect to the Topspin Venture Funds, the Firm receives an annual management fee
(the “Management Fee”) based on a percentage of the capital commitments made to each of the
Topspin Venture Funds and the invested capital of each of those funds.
With respect to the Topspin Additional Funds, the Firm receives a Management Fee that
is determined on a deal-by-deal basis based on a percentage of the total capital invested by the
investors in a given deal. Each investor will bear its pro rata share of the Management Fees for
the applicable Fund in proportion to its investment in the applicable Fund. Management Fees are
paid to the Firm quarterly in advance of each of the Fund’s fiscal quarters.
Managements Fees collected from investors in the Topspin Venture Funds will be
reduced by placement agent fees paid by those funds (if any), allocated over a three year period,
plus 100%, of any transaction, monitoring, advisory, break-up, director or similar fees paid to the
General Partners or the Firm (or any of their respective managers, members, directors, officers
and employees) in connection with actual or prospective investments by the applicable Topspin
Venture Fund, and 100% of any litigation proceeds from transactions not consummated by that
fund in connection with that fund’s proposed investment in such transactions. Credits will be
carried forward until utilized. At the termination of a Topspin Venture Fund, any unused credits
will be paid to the investors in that Fund.
The Additional Topspin Funds do not collect any fees other than a Management Fee.
B. Additional Fees and Expenses
The General Partners will bear certain administrative expenses of each Fund, including
costs associated with office space, telephone and utility expenses and similar administrative
expenses of the Firm.
Account Minimums and Types of Clients — Form ADV Part 2A (4/1/2015)
[Brochure]
ITEM 7 TYPES OF CLIENTS
The Firm provides investment management and administrative services solely to the
Funds. The Topspin Venture Funds have minimum capital commitments for investors, as
specified in the offering documents for each of those Funds. The General Partner of the Topspin
Venture Funds has the authority to waive minimum capital commitment levels in its discretion.
The Topspin Additional Funds do not have minimum capital commitments. Instead, investors in
the Topspin Additional Funds invest on a pro rata (in the case of Topspin Mini-Fund), deal-by-
deal basis. Each investor in any of the Funds is required to meet certain suitability qualifications,
such as being an “accredited investor” (as defined under Rule 506 of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”) and/or a “qualified purchaser” (as
defined under the Investment Company Act of 1940, as amended (the “Investment Company
Act”)).