ADVISORY BUSINESS AND STRATEGY Millennium TVP Management Company, LLC (“TVP Management”) is a Delaware limited liability
company, which, together with its affiliated management company, Millennium TVP Management
Services, L.P. (“TVP Management Services”), a Delaware limited partnership, provides advisory
services to seven private equity funds (the “Millennium Funds”) which are exempt from
registration under the Investment Company Act of 1940 (the “Act”), and whose securities are not
registered under the Securities Act of 1934, as amended (the “Securities Act”). TVP Management
Services and TVP Management (collectively acting as “Millennium” or the “Firm”), function together
primarily as a New York-headquartered investment advisor to the Millennium Funds.
Millennium provides investment advisory services to each of the Millennium Funds, which are
subject to direction and control of the affiliated General Partner of such Millennium Funds.
The Millennium Funds have a general broad mandate and flexibility to invest across various sectors
and geographies subject to certain limitations as outlined in each Millennium Fund Limited
Partnership Agreement (LPA). However, most of the Portfolio Companies in the Millennium Funds
are considered by most investors to be technology companies, or companies that benefit from a
significant technology component. Managing Partners Samuel L. Schwerin and Daniel L. Burstein
(collectively, the “Principals”) have been successfully executing Millennium's strategy for over 17
years.
The Millennium Funds have made investments over the years in a variety of modes--including not
only secondary liquidity-oriented investments, but primary investments, loans, IPOs of portfolio
companies, and public market investments.
SECONDARY AND ALTERNATIVE LIQUIDITY
As time to liquidity via IPO or M&A continues to extend, many companies are coming to recognize
the benefit of an institutional approach to shareholder liquidity. Millennium works closely with
companies to implement liquidity programs designed to meet the strategic needs of management,
shareholders, and boards of directors. Over the last decade, Millennium has emerged as a leader
and innovator in alternative liquidity solutions based on its extensive track record in this format.
PRIMARY INVESTMENTS Millennium also makes primary investments into companies in the technology sector. Recently,
Millennium has dedicated capital to investing in companies developing advanced technologies such
as Artificial Intelligence, Machine Learning, Autonomous Driving, Drones, Robotics, Sensors, and Big
Data that are increasingly shaping the future of work, business, and life.
Millennium has raised and serviced ten (10) private equity funds (the “Millennium Funds”), all of
which invest utilizing the above-described strategies:
• Millennium Technology Value Partners, L.P.
• Millennium Technology Value Partners (RCM), L.P.
• Millennium Technology Value Partners II, L.P.
• Millennium Technology Value Partners II-A, L.P.
• Millennium Technology Value Partners II (MASTER), L.P.
• Millennium Technology Value Partners II (MASTER)-B, L.P.
• Millennium New Horizons I, L.P. (formed in 2018)
• Millennium NHF Holdings (Fair), LLC (formed in 2018)
• Millennium NWS Holdings (Aaptiv), LLC (formed in 2018)
• Millennium NWS Holdings (Deep Instinct), LLC (formed in 2018)
Samuel L. Schwerin and Daniel L. Burstein began investing using this strategy in 2002. TVP
Management was formed in late 2004 as part of the infrastructure for creating Millennium
Technology Value Partners L.P, which held its final close in 2006. This was followed by Millennium
Technology Value Partners II, L.P., which closed in 2010. Millennium New Horizons I, L.P., closed in
2018.
TVP Management has been in business for approximately thirteen years, and currently employs
seven individuals, including six investment professionals, who have significant previous investment
experience, resulting in a strong team with relevant experience. TVP Management Services was
formed as a Relying Advisor in 2016 as part of an internal restructuring to combine the operations
of all funds under two entities. Samuel L. Schwerin is the principal owner of Millennium, and no
change in ownership has resulted from the restructuring.
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As compensation for investment advisory services to the Millennium Funds, a Management Fee is
payable quarterly and in advance by each respective Millennium Fund to TVP Management Services
which shares its investment advisory service responsibilities with TVP Management. The
Management Fee is charged to the Limited Partners of each Millennium Fund in accordance with its
Limited Partnership Agreement (LPA). In general, Management Fees are based on a percentage of
Limited Partner Capital Commitments, net of any reductions described in the manner below (the
“Management Fee”).
MANAGEMENT FEES Management Fees are charged to Limited Partners starting from the date when investment
activities of the Millennium Fund commence and continuing through the investment period based
on a percentage of aggregate Limited Partner Commitments, regardless of when a Limited Partner
is actually admitted to the Fund. Subsequent to the investment period, in accordance with each LPA,
the Management Fee is based upon a reduced percentage of Limited Partner Commitments.
Management Fees payable by each Millennium Fund will be reduced by any fees received (outlined
further below) by its respective Management Company.
All Management Fees received by Millennium are used to support the operation of TVP
Management. TVP Management pays certain operating expenses, including salaries, rent, utilities,
communications, office supplies, travel, and any other operating expenses that are not treated as
expenses to be borne by the Millennium Funds (as defined in each particular Limited Partner
Agreement).
A portion of the Management Fee may be waived or reduced by Millennium in its sole discretion, in
connection with investments made by the General Partners of the Millennium Funds.
OTHER FEES Millennium may earn additional fees in the course of providing investment advisory services to the
Millennium Funds. Some of these fees might include director and advisory fees, cash or stock
received in the course of serving on a Portfolio Company board of directors, or break up fees (fees
paid for investments which are not consummated).
A portion or all of these fees reduce future Management Fees in connection with the receipt of these
fees. The calculation of such reduction varies from fund to fund and is described in LPA for each
Millennium Fund.
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PERFORMANCE BASED FEES By virtue of the General Partner’s investment into the Millennium Funds and in accordance with
each Millennium Fund’s LPA, a share of the net investment profits (the share referred to as “Carried
Interest”) is paid from the Limited Partners to the General Partner (each of which is an affiliate of
the Management Company) of its respective Millennium Fund.
In general, Carried Interest of each Millennium Fund is paid to the General Partner if that Fund
generates a net gain on its investment portfolio (as determined under each Millennium Fund LPA),
after accounting for the impact of Management Fees and other expenses. Carried Interest is paid as
a percent of net gains on a periodic basis, when net gains are earned, and subject to the periodic
return to the Limited Partners of realized investment basis, management fees and expenses.
The formula for calculating Carried Interest and the specific thresholds to be met before paying it
varies among the Millennium Funds and is governed in each case under each specific Millennium
Fund’s LPA.
In each of the Millennium Funds, and as separately determined in each such Millennium Fund, a
claw-back obligation exists which requires the General Partner to return previously earned and
distributed Carried Interest if, in that Millennium Fund, it is determined at the end of the fund life,
that the lifetime net gains are insufficient to support the total previous distributions of Carried
Interest.
SIDE BY SIDE MANAGEMENT Several of the Millennium Funds operate as Parallel Investment Entities and are designed to
operate in unison. As such, these entities invest in the exact same Portfolio Companies (in specific,
fixed proportions). In general, it is not the practice of Millennium to allow for investment in a
particular Portfolio Company across multiple Millennium Funds. Typically, investments are held
within a particular fund family and it is the view of the General Partner to avoid cross-fund
investing. However, in special circumstances, such activity is permitted by the Millennium Fund’s
LPAs and reviewed with the appropriate Millennium Fund’s Limited Partner Advisory Board or
Committee.
Millennium Technology Value Partners II (MASTER), L.P is a co-investment entity and invests in
one Portfolio Company which is also held in the Millennium Technology Value Partners II, L.P.,
Millennium Technology Value Partners II-A, L.P., and Millennium Technology Value Partners II
(MASTER)-B, L.P. portfolios. Except as previously contemplated in the respective LPAs, decisions
impacting this Portfolio Company are likely to be made in unison with its companion investment.
We believe this mitigates potential conflicts of interest.
Millennium Technology Value Partners II (MASTER) - B, L.P is a co-investment entity and invests in
one Portfolio Company which is also held in the Millennium Technology Value Partners II, L.P.,
Millennium Technology Value Partners II-A, L.P., and Millennium Technology Value Partners II
(MASTER), L.P. portfolios. Except as previously contemplated in the respective LPAs, decisions
impacting this Portfolio Company are likely to be made in unison with its companion investment.
We believe this mitigates potential conflicts of interest.
Millennium NWS Holdings (Deep Instinct), LLC is a co-investment entity and invests in one
Portfolio Company which is also held in the Millennium New Horizons I, L.P. portfolio. Except as
previously contemplated in the respective LPAs, decisions impacting this Portfolio Company are
likely to be made in unison with its companion investment. We believe this mitigates potential
conflicts of interest.
Millennium New Horizons I, L.P. has made an investment in a Portfolio Company which is also held
in the Millennium Technology Value Partners II, L.P. and Millennium Technology Value Partners II-
A, L.P., portfolios. This investment was reviewed with the Limited Partner Advisory Committee of
Millennium New Horizons I, L.P. Except as previously contemplated in the respective LPAs,
decisions impacting this Portfolio Company are likely to be made in unison with its companion
investment. We believe this mitigates potential conflicts of interest.
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Millennium’s clients are the Millennium Funds (listed below). Each Millennium Fund is an
investment limited partnership or an investment limited liability company, which is formed for
purposes of investing in companies through the direction and control of each General Partner of the
respective Millennium Fund. The General Partners of these entities are affiliates of TVP
Management and TVP Management Services.
• Millennium Technology Value Partners, L.P.
• Millennium Technology Value Partners (RCM), L.P.
• Millennium Technology Value Partners II, L.P.
• Millennium Technology Value Partners II-A, L.P.
• Millennium Technology Value Partners II (MASTER), L.P.
• Millennium Technology Value Partners II (MASTER)-B, L.P.
• Millennium New Horizons I, L.P.
• Millennium NHF Holdings (Fair), LLC
• Millennium NWS Holdings (Aaptiv), LLC
• Millennium NWS Holdings (Deep Instinct), LLC
Investors in the Millennium Funds generally include institutional investors, such as public pension
funds, foundations and endowments, trusts, family offices, other private equity funds, and high net
worth individuals. All Investors in the Millennium Funds are either accredited investors or qualified
purchasers.
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METHODS OF ANALYSIS AND INVESTMENT STRATEGY
Several important elements characterize Millennium’s investment approach:
(1) A research-driven focus on asset selection, identifying best-of-breed companies capable of
creating value for shareholders.
(2) A sector-driven approach focused on identifying and understanding technology sectors that
possess particularly attractive medium to long-term attributes, combined with significant
due diligence to develop expertise on the industry dynamics and private companies
operating in that particular sector.
(3) A disciplined and analytical approach to operating and financial metrics.
(4) The ability to participate in different types of securities in a given company's capital
structure, often utilizing secondary investments, in order to create the right customized
blend of risk and return for each investment.
(5) The ability to create a relationship with a given company, and to serve as a financial partner
to the company's capital structure throughout the lifecycle of that company.
Based on the implementation of the investment approach elements listed above, Millennium's
strategy is designed both to invest and to achieve realizations throughout the ups and downs of
market and economic cycles.
The General Partners of the Millennium Funds have the capability to enter into a wide range of
transaction formats (equity and debt; primary and secondary; public and private; domestic and
international), and to tailor financing solutions to meet the requirements of companies and their
shareholders, while at the same time seeking to generate attractive risk-return dynamics for
Millennium’s investors. The Firm frequently assesses current and future market and industry cycle
dynamics, since different assets — and formats for investing in them — will be more likely to be
successful at different points in the evolution of the market cycle. This flexible, diversified
approach has been instrumental in allowing Millennium the ability to make attractive investments
up and down the economic cycle, as well as to achieve realizations and attractive returns at high
points as well as low points in the economic cycle. Millennium has developed an extensive track
record of selecting assets that went on to be outstanding performers from a returns perspective,
and of keeping experience of loss to a very low rate.
RISK OF LOSS Investing in securities entails a number of significant risks that should be considered before making
an investment. The possibility of a partial or total loss of capital will exist, and investors must be
prepared to bear capital losses that might result from such investments. An investment in the
Millennium Funds should be considered only by persons and entities that are prepared for and can
afford a loss of their entire investment.
Investors in the Millennium Funds should be aware of certain risk factors, which include, but are
not limited to, the following:
Business Risk
The assets of the Millennium Funds consist primarily of securities issued by private companies.
Operating results in a specified period will be difficult to predict. Such investments involve
business and financial risks that can result in substantial losses.
Concentration of Investments; Technology Industry
The Millennium Funds participate in a limited number of investments and generally seek to make
investments in the technology industry or various segments of the technology industry. As a result,
although Millennium's general purpose Funds maintain concentration limits on individual
investments within the Fund, a Millennium Fund’s investment portfolio could become highly
concentrated in the technology sector, and the performance of a few holdings may substantially
affect its aggregate return. Concentration in a single industry may involve risks greater than those
generally associated with diversified acquisition funds, including significant fluctuations in returns.
The technology industry is challenged by factors including rapid change, evidenced by rapidly
changing market conditions and/or participants, new competing products and/or improvements in
existing products. The Millennium Funds’ Portfolio Companies will compete in this volatile
environment. There is no assurance that products or services sold by Portfolio Companies will not
be rendered obsolete or adversely affected by competing products or services, or that Portfolio
Companies will not be adversely affected by other challenges. Instability, fluctuation or an overall
decline within the technology industry will likely not be balanced by investments in other
industries not so affected. In the event that the technology sector as a whole declines, returns to
Limited Partners may decrease.
Changes in Economic and Market Environment
The investment program of each Millennium Fund is intended to extend over a period of many
years, during which the business, economic, political, regulatory, and technology environment
within which the Millennium Fund operates may undergo substantial changes, some of which may
be adverse to that Millennium Fund. The General Partner will have the exclusive right and
authority (within limitations set forth in a particular LPA) to determine the manner in which each
Millennium Fund shall respond to such changes, and Limited Partners generally will have no right
to withdraw from a Millennium Fund or to demand specific modifications to the Millennium Fund’s
operations in consequence thereof. Prospective investors are particularly cautioned that the
investment sourcing, selection, management and liquidation strategies and procedures exercised
by the Principals in the past may not be successful, or even practicable, during a Millennium Fund’s
term. Within the limitations set forth in a particular Millennium Fund Agreement, the General
Partner will have the sole right and authority to modify the Millennium Fund’s investment sourcing,
selection, management and liquidation strategies and procedures.
Projections
Projected operating results of a Portfolio Company in which a Millennium Fund invests normally
will be based primarily on financial projections prepared by each company’s management. In all
cases, projections are only estimates of future results that are based upon information received
from the company and assumptions made at the time the projections are developed. There can be
no assurance that the results set forth in the projections will be attained, and actual results may be
significantly different from the projections. Also, general economic factors, which are not
predictable, can have a material effect on the reliability of projections.
Conflicting Investor Interests
Limited Partners may have conflicting investment, tax, and other interests with respect to their
investments in a Millennium Fund, including conflicts relating to the structuring of investment
acquisitions and dispositions. Conflicts may arise in connection with decisions made by the General
Partner regarding an investment that may be more beneficial to one Limited Partner than another,
especially with respect to tax matters. In structuring, acquiring and disposing of investments, the
General Partner generally will consider the investment and tax objectives of a Millennium Fund and
its Partners as a whole, not the investment, tax, or other objectives of any Limited Partner
individually.
Public Company Holdings
The Millennium Funds’ investment portfolios may contain securities issued by publicly held
companies. Such investments may subject a Millennium Fund to risks that differ in type or degree
from those involved with investments in privately held companies. Such risks include, without
limitation, greater volatility in the valuation of such companies, increased obligations to disclose
information regarding such companies, limitations on the ability of a Millennium Fund to dispose of
such securities at certain times, increased likelihood of shareholder litigation against such
companies’ board members, including the Principals, and increased costs associated with each of
the aforementioned risks.
Non-controlling Investments
A Millennium Fund typically holds minority stakes in privately held or publicly held companies. As
is the case with minority holdings in general, such minority stakes that a Millennium Fund may hold
will have neither the control characteristics of majority stakes nor the valuation premiums
accorded majority or controlling stakes.
Investment in Junior Securities
The securities in which a Millennium Fund will invest may be among the most junior in a Portfolio
Company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be
no collateral to protect an investment once made.
Expedited Transactions
Investment analyses and decisions by the General Partner may frequently be required to be
undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the
information available to the General Partner at the time of an investment decision will be limited,
and the General Partner may not have access to detailed information regarding the investment
opportunity. There can be no assurance that the General Partner will have knowledge of all
circumstances that may adversely affect an investment. In addition, the General Partner may rely
upon third-party consultants and advisers in connection with its evaluation of proposed
investments; however, no assurance can be given that these consultants and advisers will
accurately evaluate such investments, and a Millennium Fund may incur liability as a result of such
consultants’ and advisers’ actions or inactions.
Director Liability
In certain cases, Millennium may receive a right to appoint a representative to the board of
directors of the Portfolio Companies in which it invests. Serving on the board of directors of a
Portfolio Company exposes the Firm and its affiliates to potential liability. Not all Portfolio
Companies may obtain insurance with respect to such liability, and the insurance that Portfolio
Companies do obtain may be insufficient to adequately protect officers and directors from such
liability.
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There is no disciplinary information to report for the Firm, the Millennium Funds, General Partners
and any of its affiliates, or for any of persons associated with the Firm.
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GENERAL OVERVIEW Millennium provides investment advisory services to the Millennium Funds, each of which is
subject to the control and direction of its respective General Partner entity, organized as Limited
Partnerships. The investment committees of each General Partner entity are comprised of the
Managing Partners of TVP Management.
The General Partner entities are controlled by limited liability companies which are owned by
Samuel L. Schwerin. Samuel L. Schwerin and Daniel L. Burstein share in the management of the
limited liability companies.
TVP Management and TVP Management Services
TVP Management Services receives a management fee for investment advisory services from
Millennium Technology Value Partners, L.P., Millennium Technology Value Partners (RCM), L.P,
Millennium Technology Value Partners II, L.P., Millennium Technology Value Partners II-A, L.P.,
Millennium Technology Value Partners II (MASTER), L.P., Millennium Technology Value Partners II
(MASTER)-B, L.P, Millennium New Horizons I, L.P., Millennium NHF Holdings (Fair), LLC,
Millennium NWS Holdings (Aaptiv) LLC, and Millennium NWS Holdings (Deep Instinct), LLC which
it shares with TVP Management. Both TVP Management Services and TVP Management are both
100% beneficially owned by Samuel L. Schwerin.
General Partners
Millennium Technology Value Partners Management, L.P. serves as the General Partner of
Millennium Technology Value Partners, L.P. and Millennium Technology Value Partners (RCM), L.P.
It is managed by Millennium TVP (GP), LLC, a limited liability company which is managed by
Samuel L. Schwerin and Daniel L. Burstein, and beneficially owned by Samuel L. Schwerin.
Millennium Technology Value Partners II GP, L.P. serves as the General Partner of Millennium
Technology Value Partners II, L.P., Millennium Technology Value Partners II-A, L.P., Millennium
Technology Value Partners II (MASTER), L.P., Millennium Technology Value Partners II (MASTER)-
B, L.P and Millennium NHF Holdings (FAIR), LLC. It is managed by Millennium TVP II UGP, LLC, a
limited liability company which is managed by Samuel L. Schwerin and Daniel L. Burstein, and
beneficially owned by Samuel L. Schwerin.
Millennium New Horizons I GP, L.P. serves as the General Partner of Millennium New Horizons I,
L.P., Millennium NHF Holdings (Fair), LLC, Millennium NWS Holdings (Aaptiv) LLC, and Millennium
NWS Holdings (Deep Instinct), LLC. It is managed by Millennium New Horizons UGP, LLC, a limited
liability company which is managed by Samuel L. Schwerin, Daniel L. Burstein, Ray Cheng, and
beneficially owned by Samuel L. Schwerin.
Holding Companies
The Millennium Funds also own several investment holding companies for certain investments in
Portfolio Companies. These entities hold a stock or debt interest for investment purposes and do
not provide or receive advisory services.
CONFLICTS OF INTEREST Millennium (with its affiliated General Partners) in the course of managing and engaging in
investment activities, from time to time comes across certain situations where a conflict of interest
arises in the context of managing multiple funds and its investors. It is generally the policy of the
Firm to deal with all conflicts of interest using the General Partners' best judgment, with the
interest of the Millennium Funds and its investors as its primary responsibility as a fiduciary. In
resolving conflicts of interest, Millennium and the appropriate General Partner may seek the
consultation of the Limited Partner Advisory Board of the relevant Millennium Fund. Millennium
and the appropriate General Partner will be the sole decision makers in resolving conflicts of
interest, except as required by the governing documents of the Millennium Funds.
Conflicts Relating to the Purchase and Sale of Investments
It is the general practice of each of the Millennium Funds to invest in separate Portfolio Companies
in a manner that no crossover investments exist over multiple funds other than parallel funds.
Once a new Millennium Fund commences investing in new Portfolio Companies, it is the practice of
the Firm not to allocate new company investment opportunities to other pre-existing Millennium
Funds. However, the Funds are not prohibited from investing in the same or similar Portfolio
Companies, and may do so in the future if circumstances merit it and if, in the judgment of the
General Partner, such investment does not present a material conflict of interest.
Several of the Millennium Funds may operate as parallel entities. These Funds are managed by the
General Partner in unison, in that all investments and economics of the parallel entities are shared
by those entities in proportion to their Partner Capital Commitments – such that they are effectively
operated as one entity.
Millennium may raise a co-investment vehicle from select investors, who may have the opportunity
to invest additional capital in a single Portfolio Company of a Millennium Fund. Selection of these
investors is based upon the sole discretion of the General Partner and the specific terms of each
Millennium Fund LPA. Execution of purchases and sales relating to a specific Portfolio Company is
determined with the interest of generating the best performance for the investment, which benefits
the collective Limited Partners of the Millennium Funds.
Conflicts Relating to the Investors Separate Tax/Legal Attributes
A Millennium Fund may have tax-exempt, taxable, foreign and other investors, whereas employees
and owners of the Firm who invest through the General Partner into the Millennium Funds are
taxable at individual U.S. rates. Conflicts may exist with respect to various structuring, investment
and other decisions because of divergent tax, economic or other interests, including conflicts among
the interests of taxable and tax-exempt investors, conflicts among the interests of domestic and
foreign investors, and conflicts between the interests of investors and management. For these
reasons, among others, decisions may be more beneficial for one investor than for another investor,
particularly with respect to investors’ individual tax situations.
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Personal Trading
Millennium as an organization is devoted to carrying out its activities in a manner consistent with
sound ethical principles; respect for relevant laws, regulations, and compliance procedures, and
with the interests of its clients and underlying investors in mind at all times. The Firm maintains a
Compliance Manual that incorporates a Code of Ethics. The Chief Compliance Officer is designated
as the person responsible for the administration of the policies and procedures of the Firm. The
Code of Ethics is based on the principle that Millennium, and each of its employees, owes a fiduciary
duty to its clients, the Millennium Funds, and their underlying investors, as well as an individual
and collective duty to comply with federal and state securities laws and all other applicable laws.
These duties include the obligation of all employees to conduct their personal securities
transactions and engage in all activities in a manner that does not interfere with the transactions of
Millennium Funds or otherwise take unfair advantage of their relationship with the Millennium
Funds. In recognition of this duty, the Firm has adopted the following general principles to guide
the actions of the Managing Partners and employees of Millennium:
• All Managing Partners and employees of the Firm have a duty at all times to place the
interests of the Millennium Funds and their investors first.
• All Managing Partners and employees of the Firm have the duty to conduct all personal
securities transactions in a manner consistent with the Code of Ethics and to avoid any
conflict or abuse of a position of trust and responsibility.
• All Managing Partners and employees of the Firm must refrain from actions or activities
that would allow a person to profit or benefit from his or her position with respect to
Millennium, or that would otherwise bring into question that person’s independence or
judgment.
• All Managing Partners and employees must comply with the insider trading policy detailed
in the Compliance Manual
• All personal securities transactions by all Managing Partners and employees of the Firm
must be conducted so as to avoid a conflict of interest with Millennium.
• Any formal activity engaged in by a Managing Partner or employee outside of Millennium
should be communicated to Managing Partners and/or the Chief Compliance Officer in
order to ensure that there is no conflict of interest.
• Any political contributions made by a Managing Partner or employee should be
communicated to a Managing Partner and/or the Chief Compliance Officer in order to
ensure that there is no conflict of interest.
Conflicts Relating to the Investments by Firm Principals into Portfolio Companies
It is the practice of the Firm for the Managing Partners and employees of Millennium not to invest
individually in existing Portfolio Companies of any Millennium Fund, other than their participation
in the Millennium Fund either directly or through a General Partner entity or other similar affiliate,
unless the individual investment is approved by the Chief Compliance Officer. In no case are
transactions allowed in Portfolio Companies that are currently on the restricted list, which is a list
maintained by Millennium’s Chief Compliance Officer to communicate companies where trading by
employees and Managing Partners is prohibited.
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Selection of broker dealers to execute trades in publically traded securities is made with the
purpose of getting the best execution possible at the best commission rate. In certain cases,
Millennium will select a broker which has specific analytical expertise in a certain stock, in an effort
to provide for efficient execution. Millennium seeks to aggregate orders as it deems appropriate and
practical for each particular situation. Authorization to execute trades is vested with the Managing
Partners of the Firm and coordinated through team members including the Chief Financial Officer
and the lead investment professional for the investment.
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PORTFOLIO COMPANIES Performance of the Millennium Funds’ Portfolio Companies is reviewed by the Managing Partners
and other employees of TVP Management on a regular periodic basis. The Millennium Funds
generally receive quarterly financial information from their respective Portfolio Companies, which
is used to monitor performance and evaluate progress on particular investments.
FINANCIAL STATEMENTS AND CAPITAL ACCOUNTS Investors in each respective Millennium Fund receive unaudited financial statements and
statements of capital within 60 days following the end of each financial quarter, and audited
financial statements and statements of capital within 90 days after year end. Investors also receive
periodic updates through quarterly letters, investor meetings, and other materials provided on the
firm website. All financial information is reviewed by the Chief Financial Officer and the Managing
Partners.
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There is no provision in any of the operating documents of Millennium, its affiliates, or the
Millennium Funds allowing compensation to be generated for Investor referrals. Additionally,
Millennium, its employees and affiliates, and the Millennium Funds do not benefit from any
products or services from its Portfolio Companies.
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Millennium maintains in its regular course of business, bank and brokerage accounts for assets held
by each of the Millennium Funds. It is the policy of Millennium to keep in custody, in these bank and
brokerage accounts, all assets of the Millennium Funds, including cash, publicly traded securities,
and private company securities. Millennium receives bank, brokerage, and custodial statements
each month, which are reconciled to the financial statements of the Millennium Funds that are, in
turn, delivered to investors on a quarterly and annual basis as described in Note 13 (above). Each
of the Millennium Funds is audited by a public accounting firm before issuing calendar year end
financial statements, which are then delivered to the Investors of Millennium Funds (as outlined
above).
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Millennium provides investment advisory services to each of the Millennium Funds pursuant to the
provisions of each respective Limited Partnership Agreement. The actions of the Millennium Funds
are subject to the direction and control of each respective General Partner, which are affiliates of
Millennium. Any applicable restrictions governing investments in certain types of securities,
companies, or other assets are established in the Limited Partnership Agreement of each
Millennium Fund, and are agreed to by the General Partner of each Fund and that respective group
of Limited Partners.
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The General Partner of each Millennium Fund, in its sole discretion, makes decisions to vote proxies
or make other similar decisions regarding corporate actions in an effort to obtain the best result for
that respective Millennium Fund.
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