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Lightspeed Venture Partners: investment adviser
Lightspeed Management Company, L.L.C., doing business as Lightspeed Venture Partners, is an investment adviser registered with the SEC (file 801-132552, CRD 160187). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $50.0B
- Discretionary
- 95%
- Accounts
- 51
- Employees
- 132
- In advisory roles
- 125
- Disclosures
- 0
SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 51 | $50.0B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Barry Francis Eggers | Person | Member | B 10% to 25% | Aug 2005 | Yes | |
| Ravi Brian Mhatre | Person | Member | B 10% to 25% | Aug 2005 | Yes | |
| Peter Yao-Ping Nieh | Person | Member | B 10% to 25% | Aug 2005 | Yes | |
| Christopher James Schaepe | Person | Member | B 10% to 25% | Aug 2005 | ||
| Bejul Pradip Somaia | Person | Member | A 5% to 10% | Jan 2025 | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Lightspeed Management Company, L.L.C. Form ADV Part 2A Brochure, filed Mar 26, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Description of Advisory Business Lightspeed Management Company, L.L.C. (“Lightspeed” or the “Firm”), a Delaware limited liability company, is a global multi-stage venture capital firm that was founded in 2000 and is headquartered in Silicon Valley. Lightspeed serves as the investment adviser for, and provides discretionary investment advisory services to, private funds that are exempt from registration under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), and whose securities are not registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).
Read the rest of Item 4 (869 more words)
The funds include early, growth, and opportunity funds, as well as co-investment and other special purpose funds (all such vehicles, the “Funds” and each, a “Fund” or “Lightspeed Fund”) established to invest alongside a fund in a single portfolio company or several portfolio companies, or alongside multiple funds in several portfolio companies. In accordance with the Funds’ respective investment objectives, investments are generally, but not exclusively, made in companies doing business in applications and infrastructure technology (including artificial intelligence (AI), application software, cybersecurity and cloud infrastructure), healthcare (including biotech and life sciences, as well as AI-native health services and operations), financial technology (or “fintech”), and frontier technology (including AI-native applications in aerospace and defense sectors). While investments made by the Funds generally fall within these sectors, the Firm anticipates that unforeseen opportunities for investing in other new and emerging technology and other areas will arise, and the Firm expects to pursue such opportunities where they are aligned with the investment strategy of one or more of its Funds. The Firm also expects in the near future to advise Funds that invest primarily in long-term private equity and equity-related investments. Each Fund is affiliated with a general partner (or similar controlling or managing entity) (all such entities, the “General Partners” and each, a “General Partner”) with authority to make investment decisions on behalf of the applicable Fund. The General Partners are subject to the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), pursuant to Lightspeed’s registration in accordance with SEC guidance. The applicable General Partner retains investment discretion and limited partners (or similar equity holders) in the Funds do not participate in the control or management of the Funds, unless and only to the extent such participation is expressly agreed and set forth in the applicable Governing Documents (defined below). For purposes of this Brochure, references to Lightspeed shall include the General Partners, unless the context otherwise requires. For more information about the Funds and General Partners, please see Lightspeed’s Form ADV Part 1, Schedule D, Section 7.A. and Section 7.B.(1) and Schedule R.
Advisory Services Lightspeed provides investment advisory services to its Funds. The Funds invest through privately negotiated transactions in operating companies, generally referred to as “portfolio companies”. Each portfolio company has its own independent management team responsible for managing its day-today operations. Lightspeed’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions of such investments, with varying levels of ownership and oversight. Investments are made predominantly in non-public companies, although, subject to limits defined in applicable Governing Documents (defined below), certain Funds invest and/or hold investments in other third-party private funds that also invest in portfolio companies, as well as Digital Assets (defined below) and public companies. Portfolio companies often experience an exit in the form of an initial public offering. Lightspeed’s investment advice and authority for each Fund is tailored to the investment objectives of that Fund; Lightspeed does not tailor its advisory services to the individual needs of limited partners (or similar equity holders) in its Funds. The Fund investment objectives are described in and governed by, as applicable, the private placement memorandum, limited partnership agreement, subscription agreements, and other governing documents of the relevant Fund and/or its arrangements with limited partners (each a “Governing Document” and collectively, “Governing Documents”) and limited partners determine the suitability of an investment in a Fund based on, among other things, the Governing Documents. The Firm does not seek nor require limited partner approval regarding each investment decision, except in limited circumstances where the Governing Documents of a Fund, typically a co-invest vehicle or special purpose fund formed for the benefit of a particular limited partner, requires or permits such limited partner to opt into or out of an opportunity made available to the applicable Fund. Limited partners generally cannot impose restrictions on a Fund’s investment activities and generally cannot be excused from a particular investment except in certain circumstances as set forth in the applicable Governing Documents. In accordance with industry practice, certain limited partners enter into side letters or similar arrangements in connection with their investment in a Fund. Such arrangements have the effect of establishing rights with respect to a Fund or otherwise modifying the rights and obligations otherwise set forth under a Fund’s Governing Documents. Examples of side letter provisions include, without limitation, appointment to a limited partner advisory committee, enhanced notification and reporting rights, tax-related covenants, and “most favored nation” rights. These rights, benefits or privileges are not always made available or disclosed to all limited partners. There can be no assurance that the side letter rights granted to one or more limited partners will not in certain cases disadvantage other limited partners. Lightspeed does not participate in wrap fee programs.
Principal Owners/Ownership Structure There are no principal owners of the Firm. For more information about Lightspeed’s owners and executive officers, see Lightspeed’s Form ADV Part 1, Schedule A. Regulatory Assets Under Management As of December 31, 2025, Lightspeed managed approximately $50,005,412,721 in assets; $47,322,785,837 is managed on a discretionary basis and $2,682,626,884 is managed on a nondiscretionary basis.
Item 5. Fees and compensation
Lightspeed and its affiliated General Partners receive fees and compensation in exchange for advisory services provided to the Funds, including management fees (defined below), carried interest (defined below) and (in certain limited circumstances) reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing Documents. The manner of determining, and the applicable rate of, such fees and compensation differs among Funds, and the following is only a general description.
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Limited partners should refer to the Governing Documents of the applicable Fund for a complete understanding of how Lightspeed is compensated for its advisory services; the information contained herein is a summary only and is qualified in its entirety by such documents. Management Fees Lightspeed generally charges each Fund a management fee (the “Management Fee”), which is described in the respective Fund’s Governing Documents, and generally calculated as a percentage per annum of the Fund’s aggregate capital commitments, called capital (including amounts borrowed under certain credit facilities, each as of quarter-end), invested capital (typically after the investment period of the relevant Fund) or, in certain limited circumstances, net asset value. As such, Management Fees generally will not correspond with fluctuations in the net asset value of individual investments, aggregate investments in a portfolio company or of a Fund except in certain limited circumstances as described in the applicable Fund’s Governing Documents. Management Fees paid by a Fund are generally assessed quarterly in advance from such Fund’s inception through the date of its dissolution. All Management Fees are negotiated with limited partners during the fundraising period of the applicable Fund and are not subject to negotiation thereafter. Generally, limited partners that invest in a Fund after its initial closing are responsible for paying the Management Fee (plus interest) as if they had been admitted at such date of the initial
closing of such Fund. In addition, Management Fees are payable during term extensions unless otherwise disclosed to limited partners. The Funds are closed-ended investment vehicles intended for a long-term investment. Accordingly, Management Fees are expected to be paid, except as otherwise described in the relevant Governing Documents, and limited partners generally are not permitted to withdraw or redeem interests in the Funds. The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the Management Fee at any time during the life of a Fund. Management Fees can differ from one Fund to another as well as among limited partners in the same Fund. Such differences can arise from the size of a limited partner’s commitment to a Fund, provisions of side letter agreements or other negotiated terms. Management Fees are generally not charged to Lightspeed members, employees or affiliates investing in a Fund (either as direct limited partners or through a General Partner); and other designated limited partners (although in each case, these limited partners generally pay their pro rata share of certain Fund expenses), in each case in the relevant General Partner’s sole discretion. Similarly, limited partners in a co-investment Fund generally pay a reduced Management Fee or none at all on the co-investment portion of their investment (although such co-investors generally pay Management Fees on the main Fund portion of their investment, if applicable, and pay their pro rata share of certain expenses and other administrative fees and costs as described more fully below, see Co-Investment Fees and Expenses). Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund to entities or persons acting as a placement agent in connection with the offer and sale of interests in such Fund; (ii) costs incurred by Lightspeed in connection with the organization of a Fund that exceed a limit as specified in such Fund’s Governing Documents; (iii) certain additional fees and compensation with respect to portfolio companies as described in each Fund’s Governing Documents, which generally include consulting fees or director’s fees (not including any stock, options or warrants to the extent consistent with stock, options or warrants granted to directors not affiliated with a General Partner), and (iv) with respect to certain Funds, incentive capital contributions that are made by the limited partners for the benefit of the General Partner, subject to the terms and conditions of the applicable Governing Documents. From time to time, Lightspeed will maintain the amounts associated with fees subject to offset against Management Fees in accounts that bear interest before such amounts are offset. Any such interest does not reduce the Management Fees or otherwise benefit the Funds or their investors. Lightspeed often engages venture partners, operating partners or individuals in a similar role who consult, or otherwise have a strategic relationship, with Lightspeed (each, a “Venture Partner” or “Operating Partner”); any fee income, including any remuneration such as cash, stock, options or warrants (“Fee Income”) received by Venture Partners or Operating Partners do not reduce the Management Fee. Lightspeed also makes investments in other third-party funds that charge their own
management fees and expenses which do not generally offset Management Fees; however, such investments in third-party funds are generally subject to limitations described in applicable Governing Documents. Carried Interest In addition, a Fund generally includes a carried interest allocable to its General Partner (“Carried Interest”). The Carried Interest is calculated as a percentage of the Fund’s profits, generally determined without reduction of certain fees and expenses except in certain circumstances. Each Fund’s Carried Interest arrangement differs and is described in further detail in its Governing Documents and more briefly in Item 6, below. Fund Expenses Each Fund is governed by its own Governing Documents, which provide a non-exclusive list of expenses that such Fund is permitted to bear. While differences exist among Funds, the following is a description of expenses generally charged to each Fund with respect to its (and its subsidiaries’ and intermediate entities’) activities. The Funds will bear all costs, expenses and liabilities that are incurred by or arise out of the operation of such Fund (including the organization, operation and activities of any entity through which the Fund intends to effectuate an investment in a portfolio company), including, but not limited to, (i) expenses relating to the admission and departure of participants in the General Partner; (ii) expenses incurred in the making and selling of actual or potential short-term investments and Fund investments (whether consummated or unconsummated), including the identification, evaluation, pursuit, negotiation, financing, refinancing, bidding, acquisition, structuring, holding, operating, hedging, monitoring, taking public, valuation, winding up, liquidation and disposition thereof, including any related costs or expenses associated with market research, specialized diligence (including expenses incurred by third-party consultants or software to conduct such diligence), technical consultants, software, or subscription and data services; (iii) expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) for the benefit of a Fund (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Lightspeed to the Fund for any internally generated AI Technologies of Lightspeed)); (iv) expenses with respect to any threatened or actual litigation or governmental investigation or proceeding involving a Fund, and the amount of any judgments or settlements paid in connection with such litigation or fines or penalties levied as a result of any such proceeding or investigation; (v) taxes, if any, applicable to a Fund on account of its operations (including real property and personal property taxes on its investments); (vi) legal, custodial, administrative, accounting, regulatory and compliance expenses, including expenses associated with the preparation of financial statements, tax returns, tax estimates, tax analysis and Schedule K-1s, U.S.
Treasury forms and AEOI compliance, filings under the Securities Exchange Act of 1934, as amended (including without limitation Form 13F, Form 13H, Section 16 filings, Schedule 13D filings and Schedule 13G filings), environmental, social and governance (“ESG”) and sustainability-related regulatory requirements or collection and reporting of data for purposes of reporting to investors and/or regulators, and service providers appointed, in connection with the laws, rules, regulations or similar requirements of jurisdictions (including the AIFMD) in which the Fund engages activities (or in which any actual or potential investor is resident or established), and any forms, schedules, filings, information or other documents prepared with respect to FATCA, compliance with any anti-money laundering rules and regulations, and any comparable legislation or regulations published by any other relevant jurisdiction, in each case as it relates specifically to a Fund and its portfolio companies, and the representation of the Fund or the partners by the partnership representative (as defined in the Governing Documents), and any such other obligations that arise out of any rules adopted by the SEC or other regulatory agency; (vii) the costs incurred in connection with transfers of Fund interests (to the extent not borne by the transferor or transferee); (viii) auditing, accounting, administration, maintenance of a bank, brokerage, depository, trustee or custodian accounts, consulting, data analysis, data storage, database, investment advisory, and securities registration fees and expenses; (ix) the costs of collecting amounts from defaulting limited partners to the extent not borne by the defaulting limited partners; (x) the costs of any appraisals payable by a Fund (including any fairness opinion); (xi) the costs of preparing and communicating reports and disclosures to the limited partners, including any information requests and conforming to investor-requested reporting templates, such as the Institutional Limited Partners Association, which differ from Lightspeed’s standard form of reporting; (xii) the costs and expenses of a Fund advisory committee and any meetings of an advisory committee or the partners, including annual meetings and periodic limited partner meetings, regardless of whether all investors are invited to participate in or attend such meetings and regardless of whether persons other than Fund investors attend the meeting, and associated expenses including reasonable travel expenses of Lightspeed, its affiliates or any portfolio company partners, members, employees and other attendees who are not existing investors to attend; (xiii) premiums for contractual indemnity insurance, directors’ and officers’ (or other similar) liability insurance, errors and omissions insurance, cyber insurance, representation and warranty insurance or other insurance policies (but not for insurance intended to insure any person against liability with respect to which such person would not be entitled to be indemnified); (xiv) all costs and expenses arising out of a Fund’s indemnification obligations and all other amounts payable by such Fund under the provisions of the Governing Documents; (xv) costs of winding up and liquidating a Fund; (xvi) expenses associated with a Fund’s feeder funds (including those formed for the benefit of employees and affiliates of such Fund); (xvii) interest on and fees and expenses related to or arising from any borrowing and all forms of leverage, including, without limitation, the arranging thereof or indebtedness entered into pending participation by a co-investor in an investment; (xviii) any expenses relating to offering any limited partner the opportunity to elect, compliance with the election by such limited partner of, and tracking the rights and benefits established by “side letters” or other written agreements in favor of the other limited partners, and the costs and expenses of any service providers retained in connection therewith, software used to monitor such side letter compliance, costs and expenses incurred preparing materials
to facilitate the ongoing compliance with the Governing Documents and side letters (including compliance operating manuals, investor trackers, and other related documentation); (xix) all other fees and expenses that are directly related to consummated or unconsummated investments (including broken deal expenses and any reverse termination fees, including a co-investor’s or potential coinvestor’s share of such costs) made by a Fund in a portfolio company or prospective portfolio company (and which are not paid or reimbursed by that portfolio company or prospective portfolio company and whether undertaken prior to the initial closing date or otherwise, including for a potential secondary transaction); (xx) any placement fees and expenses paid to locally licensed intermediaries; (xxi) expenses related to travel to and attendance at trade association meetings, conferences or similar meetings, such as Davos; (xxii) any third-party fees, costs or expenses incurred in connection with legal, tax, accounting, audit, advisory, consulting and administration services (including fees and expenses associated with a Fund’s third-party administrators, if any, and expenses relating to maintaining the books and records of such Fund); (xxiii) any other expenses as are approved by an advisory committee; (xxiv) compensation (including fees, expense reimbursements, personnel costs) provided to or on behalf of Venture Partners and Operating Partners or any other consultants including consultants performing investment initiatives or providing services; and (xxv) any travel costs (including commercial airfare, hotels, meals and ground transportation) relating to items (i) – (xxv) above. See also Allocation of Expenses and Allocation of Fees and Expenses. Lightspeed expects potential conflicts of interest to arise where certain administrative and other functions could be performed by Lightspeed personnel and borne by the Firm but are instead performed by third-party service providers (some of which could be portfolio companies or thirdparty captive service providers) and generally chargeable to the Funds thereunder. Out-of-pocket expenses associated with completed transactions are either billed directly to a Fund, reimbursed by a portfolio company or capitalized as part of the acquisition price of a consummated transaction. Out-of-pocket expenses associated with unconsummated transactions (“Broken Deal Expenses”) are paid by the relevant Fund(s), as determined by Lightspeed in its sole discretion, in such transaction, including broken deal expenses incurred before a limited partner’s admission into a Fund. Broken Deal Expenses can include, among other things, legal, accounting advisory, consulting, expert network or other third-party expenses (including amounts payable to Venture Partners and/or Operating Partners and other third parties), any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment (including commitment fees), any break-up fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (i.e., KYC) investment entities with a financial institution, commitment fees that become payable in connection with a proposed investment, expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds, extraordinary expenses such as litigation costs and
judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. Offering and Organizational Expenses Each limited partner will bear its pro rata share of a Fund’s expenses incurred in connection with the organization of the Fund (“Organizational Expenses”), including its General Partner and the general partner of the General Partner. Organizational Expenses are generally subject to a cap in each Fund, and amounts exceeding such cap generally offset future Management Fee payments. The amount and type of Organizational Expenses vary by Fund and are further detailed in the Governing Documents of such Fund. Co-Investment Fees and Expenses Lightspeed is permitted, in its sole discretion, to provide any person (including one or more limited partners or third parties) with the opportunity to co-invest with a Fund in one or more portfolio investments, including through entities formed to make such investments and controlled by Lightspeed or its affiliates (any such co-investor, a “Co-Investor”). Where a co-investment vehicle is formed, such entity will bear costs, fees or expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds, although Lightspeed has on occasion charged Co-Investors more or less of certain expenses related to the investment (e.g., legal and other expenses associated with a portfolio company investment) than the Fund making the investment. In the event a proposed transaction is not consummated, the full amount of Broken Deal Expenses incurred with respect to the applicable investment will generally be borne by the Funds identified by the Firm as proposed investors for such opportunity, regardless of the anticipated investment allocation between the relevant Funds and co-investment vehicles. Such Broken Deal Expenses will generally not be borne by prospective Co-Investors that the Firm anticipated participating in such investment, regardless of whether the co-investment was anticipated to be structured as a direct coinvestment or a co-investment vehicle. Co-Investors who commit to a transaction after a Fund signs a definitive purchase agreement will lower the risk of broken deal or similar expenses incurred by such Fund (and indirectly, by such Fund’s limited partners) in connection with such transaction based on the timing of when a Co-Investor becomes contractually obligated to invest. As a result, the Funds expected to participate in any such proposed investment will typically bear a disproportionate share of Broken Deal Expenses, and such amounts could be material. Lightspeed will have sole discretion in determining the particular allocation of costs, fees and expenses among Funds and Co-Investors or co-investment vehicles. This discretion creates a potential conflict of interest as it is possible Lightspeed will have an incentive to allocate expenses to a particular Fund over another Fund because, for example, different Funds have different fee arrangements, and Lightspeed would have an incentive to allocate fewer expenses (including Broken Deal Expenses) to higher fee paying vehicles. Lightspeed has certain arrangements with independent investment advisers that are “Related Persons” (as defined in Part 1A, Section 7A) whereby each party maintains certain co-investment rights through
formal or informal agreements depending on the nature of the investment opportunity. In such instances, Broken Deal Expenses are usually, but not always, borne by the prospective Co-Investor, including the Lightspeed Fund, under these circumstances. Where the co-investment vehicle is contractually committed to invest in the prospective investment, such entity is expected to bear expenses related to its formation and operation. Allocation of Expenses In good faith and in its fair and reasonable discretion, Lightspeed determines on a case-by-case basis whether an expense should be borne (in whole or in part) by the Firm or its affiliates, a Fund, multiple Funds or a portfolio company. Some expenses are incurred on an aggregate basis for the benefit of multiple Funds and/or Lightspeed. To the extent that the Governing Documents do not expressly provide for a method of allocating a particular expense, or where such expense does not relate to a specific Fund, Lightspeed will typically in its sole discretion allocate such common expenses among multiple Funds on a pro rata basis (generally based on the relative total invested capital as of the most recent quarter-end – unless related to capital raise and organizational activity which is generally based on total capital commitments – of the respective entities) and in accordance with its policies and procedures on expense allocation, unless Lightspeed believes that another method is more equitable, and these methods will vary depending on the type of expense. The portion of an expense allocated to a Fund for any particular item or service will not necessarily reflect the relative benefit derived by such Fund from that item or service in any particular instance, and it is possible that Lightspeed will determine an allocation of expenses to be fair and equitable even where a Fund is required to bear more than its proportional share of such fees or expenses relative to other Funds receiving the same item or service. In addition, a Fund will bear more or less of a particular expense based on the methodology used and the number of Funds Lightspeed selects to bear the expense in its initial allocation determination. When making certain expense allocation determinations, Lightspeed generally will allocate an expense to one or more applicable Funds that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Funds that were not in existence or otherwise identified as Funds at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases the Firm is not expected to re-allocate the expense to each such future Fund, and such future Fund(s) will benefit at the expense of other Funds. For instance, unless Lightspeed determines otherwise in its sole discretion or subject to negotiations with a particular CoInvestor, in general neither co-investment vehicles nor Co-Investors will bear any costs, fees or expenses relating to Broken Deal Expenses, even if a co-investment vehicle has been formed for the purpose of investing in the proposed transaction or if Co-Investors have otherwise committed to invest in the proposed transaction and regardless of the anticipated investment allocation between the relevant Funds and co-investment vehicles. It is also possible that a Co-Investor will not agree to share expenses with a Fund if a transaction is not consummated. As a result, Broken Deal Expenses are generally borne by the Fund or Funds selected by Lightspeed as proposed investors for such proposed transaction which will result in a Fund or Funds bearing more than their pro rata share of Broken Deal Expenses. Similarly, co-investment vehicles (and Co-Investors) are not typically allocated any
share of break-up fees received in connection with such an unconsummated transaction. Lightspeed will have sole discretion in determining the particular allocation of costs, fees and expenses among Funds and Co-Investors or co-investment vehicles. This discretion creates a potential conflict of interest as it is possible Lightspeed will have an incentive to allocate expenses to a particular Fund over another Fund because, for example, different Funds have different fee arrangements, and Lightspeed would have an incentive to allocate fewer expenses (including Broken Deal Expenses) to higher fee paying vehicles. See also Co-Investments, under Item 8 below. Where one or more Funds to which an expense would otherwise be allocable are not permitted to receive an allocation based on the applicable Governing Documents, the portion of the expense attributable to such Fund(s) will be borne by Lightspeed or its affiliates as applicable. Brokerage Fees Although Lightspeed does not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.
Item 6. Performance-based fees and side-by-side management
As described above, a Fund typically allocates a Carried Interest to its General Partner, which generally receives distributions in respect of such Carried Interest as portfolio holdings are sold or distributed. The General Partner is a Related Person of Lightspeed. Carried Interest paid by a Fund is indirectly borne by investors in that Fund. The General Partner may allocate a portion of Carried Interest to placement agents. The Funds typically include a clawback provision that requires the applicable General Partner to return certain excess distributions of Carried Interest. The terms of a Fund’s Carried Interest and clawback provisions are described in further detail in the applicable Fund’s Governing Documents.
Read the rest of Item 6 (479 more words)
These Carried Interest arrangements have been structured in accordance with Section 205(a)(1) of the Advisers Act and the exemptions thereunder, including the exemption set forth in Rule 205-3. Lightspeed seeks to ensure that investors in a Fund that are directly or indirectly assessed a Carried Interest satisfy the qualifications of Rule 205-3 and have been advised of the terms of such performance-based fees and the associated risks. The General Partner of each Fund is permitted in certain circumstances to waive or reduce its entitlement to Carried Interest, including with respect to the Firm’s principals, members and employees, their respective family members, Venture Partners, Operating Partners, related persons (including Related Persons listed in Part 1A, Section 7A, as well as equity holders, members, officers, directors, employees and advisors of such related persons or of any Lightspeed current or former portfolio company (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles, family offices and other estate planning vehicles), together “Related Persons
Representatives”) and/or other investors. Additionally, co-investment vehicles often impose a reduced Carried Interest rate (if any). The fact that a General Partner’s Carried Interest allocation is based on the performance of each Fund can create an incentive for Lightspeed to make investments that are more speculative than would be the case in the absence of such carried interest mechanism or to allocate an investment to a Fund that earns a higher Carried Interest. Lightspeed generally considers performance-based compensation to better align its interests with those of its limited partners, particularly in instances where the Governing Documents include terms requiring clawback of overdistributions of such amounts. Lightspeed manages multiple Funds with similar investment strategies on a side-by-side basis. This creates conflicts of interest with regard to Lightspeed’s allocation of investment opportunities, expenses, time and attention of advisory personnel and consideration for certain transactions and creates an incentive for the Firm or its personnel to favor a Fund in which Lightspeed, its personnel or an affiliate has a greater financial interest. To the extent that Lightspeed manages Funds with varying Carried Interest terms (including amount, timing waterfall conditions or other terms) and/or Lightspeed personnel are assigned different percentages of Carried Interest in different Funds, Lightspeed and such personnel are subject to potential conflicts of interest to the extent they are involved in identifying investment opportunities as appropriate for a Fund from which they are entitled to receive a higher Carried Interest percentage. To help minimize such conflicts of interest, Lightspeed allocates investment opportunities that satisfy the investment parameters of more than one Fund in its sole discretion in accordance with Lightspeed’s policies and procedures and the applicable Governing Documents and taking into consideration (without limitation) the factors discussed in Allocation of Investment Opportunities among Lightspeed Funds, under Item 8. Investment allocation decisions are determined by the Firm’s allocation committee.
Item 7. Types of clients
Lightspeed provides investment advice to its Funds, which are exempt from registration under the Investment Company Act. Lightspeed does not provide investment advice directly to individual investors in the Funds. The Funds limit their respective limited partners to: (i) “accredited investors” as defined in the Securities Act, and (ii) “qualified purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,” as defined in the Advisers Act. Limited partners in the Funds must also meet certain other suitability qualifications prior to making an investment in a Fund.
Read the rest of Item 7 (113 more words)
The Funds are not registered or required to be registered under the Investment Company Act and their securities are not registered or required to be registered under the Securities Act. The limited partners participating in the Funds include high net worth individuals, other investment entities, university endowments, family offices, pension and profit-sharing plans, sovereign wealth funds, trusts, estates or charitable organizations, fund of funds, corporations, limited partnerships,
limited liability companies or other business entities, or other service providers retained by Lightspeed, and typically include, directly or indirectly, principals, members or other employees of Lightspeed and its affiliates and members of their families. Lightspeed does not currently have a minimum size for a Fund.
Item 8. Methods of analysis, investment strategies and risk of loss
Investments across the Funds are made predominantly in non-public companies, although certain Funds invest and/or hold investments in public companies. The size and nature of these investments in such companies will vary in accordance with the mandate set forth in each Fund’s applicable Governing Documents. The Firm employs a sector-specialized approach, with dedicated teams focusing on key areas such as applications, infrastructure, growth, private equity, frontier technology, fintech and healthcare.
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In accordance with the Funds’ respective investment objectives, investments are generally made in companies doing business in areas further described above in Item 4, predominantly investing in private companies that span all stages of a company’s development from seed to early-stage and growth companies. Additionally, although not a significant investment strategy compared to other sectors, and subject to Governing Document restrictions, certain Funds are permitted to invest in cryptocurrencies, non-fungible tokens, decentralized application tokens and protocol tokens, blockchain-based assets and other cryptofinance and digital assets, including instruments for the purchase of any of the foregoing (“Digital Assets”). Investments in Digital Assets are generally made via equity transactions with or purchased directly from an issuing portfolio company and subject to certain limits based on the total capital commitments in a particular Fund. Equity transactions can also involve a purchase of, or an option to purchase Digital Assets in the future. The Firm also expects in the near future to advise Funds that invest primarily in long-term private equity and equity-related investments. Investments are primarily based in the United States, with exposure to Europe, Israel, India, Southeast Asia and other jurisdictions. The applicable Governing Documents of each Fund set forth more detailed descriptions of each Fund’s investment strategies and methods of analysis. There can be no assurance that Lightspeed will achieve the investment objectives of the Funds and a loss of investment is possible. Risks An investment in the Funds involves a high degree of risk, including the risk of a partial or total loss of capital, and limited partners must be prepared to bear capital losses that might result from investments. An investment in the Funds is speculative, illiquid and long-term in nature, and is suitable only for those limited partners who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Funds. Limited partners should carefully review the risk factors and other considerations set forth in the Governing Documents of any Fund in which they are considering an investment. Different and novel risks not addressed below will arise in the future
and investors should understand that the following list is not exhaustive. Risks and potential conflicts of interest include, but are not limited to, the following: Risk Inherent in Venture Capital Investments. The types of investments of the Funds involve a high degree of risk. In general, financial and operating risks confronting portfolio companies can be significant. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Funds will be adequately compensated for risks taken. A loss of a limited partner’s entire investment is possible. The timing of profit realization is highly uncertain. Losses are likely to occur early in a Fund’s term, while successes often require a long maturation. Investments in early-stage and development-stage companies involve greater risks than those generally associated with investments in more established companies. Such companies also have shorter operating histories on which to judge future performance and, in many cases, if operating, will have negative cash flow. In the case of start-up enterprises, such companies typically do not have significant or any operating revenues. In addition, less mature companies are more susceptible to irregular accounting or other fraudulent practices. Furthermore, to the extent there is any public market for the securities held by a Fund, securities of less established companies tend to be subject to more abrupt and erratic market price movements than those of larger, more established companies. Early-stage and development-stage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. In addition, such companies could require substantial amounts of financing, which may not be available through institutional private placements or the public markets. In addition, the markets that such companies target are highly competitive and in many cases the competition consists of larger companies with access to greater resources. The percentage of companies that survive and prosper can be small. Investments in more mature companies in the expansion or profitable stage involve substantial risks. Such companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire other businesses, or develop new products and markets. These activities involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing and general management of these activities. Growth Equity Risk. The Fund's strategy includes targeting growth-equity investments. While growthequity investments offer the opportunity for significant capital gains, they require more invested capital and as such generally involve a higher degree of business and financial risk that can result in substantial or total loss. Growth-equity portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position and/or to expand or develop management resources. Growth-equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities and a larger number of qualified managerial and technical personnel.
Absence of Liquidity and Public Markets for the Funds’ Investments. The Funds’ investments will generally be long-term private, illiquid holdings. As such, there will be no public markets for the securities held by the Funds and no readily available liquidity mechanism at any particular time for any of the investments held by the Funds. In addition, the realization of value from any investment will not be possible or known with any certainty until Lightspeed elects, in its sole discretion, to sell a Fund’s investments and subsequently distribute the proceeds to its investors or to distribute securities to limited partners in lieu of cash. In the event that a portfolio company becomes public, a Fund may hold its investment in such company for a significant period of time beyond the public offering (including a lock-up period that a Fund may be subject to). Risks Associated with Distributions In Kind. Subject to the terms and conditions in the Governing Documents, a Fund will, from time to time and in the applicable General Partner’s sole discretion, make in kind distributions to investors of liquid securities. If a distribution is made in kind, immediately prior to the distribution, Lightspeed generally determines the fair value of the property distributed for purposes of calculating any Carried Interest allocable to the applicable general partner in connection with the distribution in accordance with the Fund’s Governing Documents. There is no guarantee that the fair value assigned to any property distributed in kind will represent the value that will, or could, be realized, by an investor on the eventual disposition of that property. To the extent that the fair value assigned is higher than the value that actually is or could be realized, the applicable General Partner could receive a greater Carried Interest than it would have received had such Fund instead liquidated the property and distributed the proceeds to such investor. It is possible such securities will experience periods of price volatility or a decline in market value. In particular, immediately following a distribution of securities, if trading volume were to be insufficient to support sales by investors without such sales triggering a price decline, it could become difficult or impossible for all investors to sell such securities at the distribution price. In addition, illiquid securities distributed in kind will under certain circumstances not be readily marketable or disposable due to a variety of legal or practical limitations on sale. Further, public securities may be distributed to investors in any quantity, whether or not such securities are liquid or illiquid. Accordingly, investors must be prepared to bear the risks of owning such securities for an indefinite period of time and incurring material costs, fees and expenses in connection with any disposition thereof. In addition, the price at which securities are sold following a distribution in kind can be negatively impacted due to low trading volume and other factors. The timing of when an investor sells any or all securities it receives in connection with a distribution in kind is entirely determined by the investor. As a result, and by way of example only, if many or all investors that received the distribution attempt to sell at similar times, the prices at which they are able sell could be negatively impacted, which could in turn negatively impact the Fund or other investors that continue to hold any interests in the same company. The risk of loss and delay in liquidating securities distributed in kind will be borne solely by the investors, with the result that the investors may ultimately receive less cash than they would have received if they had been paid in cash. Certain securities may not be susceptible to sale or other realization by the Fund before the end of the term of the Fund, and, subject to the terms and conditions in the Governing Documents, the Fund may (in the applicable general partner’s sole discretion) make in kind distributions to investors of such
illiquid securities (as well as cash and/or other assets of the Fund) in connection with winding up and liquidating the Fund. In addition to the risks described above with respect to liquid securities (which may also be distributed in connection with winding up and liquidation of the Fund), illiquid securities distributed in kind generally will not be readily marketable or disposable due to a variety of legal or practical limitations on sale. Accordingly, investors must be prepared to bear the risks of owning such securities for an indefinite period of time and incurring material costs, fees and expenses in connection with any disposition thereof. The value of securities distributed both prior to, or in connection with, winding up and liquidation will likely increase or decrease before an investor sells such securities, potentially materially, and there can be no assurance that the value of such assets as determined for purposes of the Governing Documents will ultimately be realized. From time to time, Lightspeed will distribute to investors securities in kind from multiple Funds it advises. For operational reasons, these securities may not necessarily be distributed by the different Funds to investors at the same time. Accordingly, some investors (including Lightspeed, the Fund’s General Partner and its affiliates and their respective direct and indirect partners, members and employees) will receive securities and potentially be able to sell such securities sooner than investors who have not yet received their securities. In addition, certain investors (specifically, Lightspeed, the Fund’s General Partner and its affiliates and their respective direct and indirect partners, members and employees) will have greater access to information than other investors as to the timing of the distribution in kind and such information access could result in such investors being in a position to sell prior to other investors. The sales prices received by investors who receive notice of the distribution in kind later than other investors or who are in a position to sell later because of reduced access to information, should they decide to sell their securities, may differ materially because of general market conditions at the time of the relevant sales (which may result in prices rising or falling day-on-day), and also because the sale by the investors who received the distribution earlier and sell earlier could potentially have the result of reducing the price available to investors who receive the distribution and sell later, particularly if the earlier-selling investors sell a material amount of securities such that the price available to later-selling investors is reduced. Nevertheless, the distribution price of such securities will be established under the provisions of the Governing Documents and will not be adjusted to reflect actual sale prices obtained by the investors. Furthermore, to the extent that an investor receives interests in special purpose vehicles, such investor will generally have no voting rights or any control over when and at what price the securities in which such vehicles have an interest are sold. Independent of whether any securities have been delivered in kind to investors, subject to the terms of the Governing Documents, the Fund’s General Partner shall have the option to receive some or all distributions in kind in lieu of cash. Lightspeed, the Fund’s General Partner and its affiliates, their respective direct and indirect partners, members and employees, and any wealth or estate planning vehicles beneficially owned by such persons and/or their family members (subject to the General Partner’s consent) also are entitled to receive some or all distributions in kind in lieu of cash, including without limitation for purposes of tax planning or making charitable contributions and estate planning transfers. Any tax efficiencies to such Lightspeed personnel associated with this form of charitable
giving may have the effect of reinforcing or enhancing Lightspeed’s incentives otherwise resulting from the existence of its Carried Interest and, therefore, Lightspeed may have a conflict of interest in making decisions on behalf of the Funds (including, for instance, the timing of disposition of investments). A General Partner is particularly incentivized to receive distributions in kind of securities that it expects to increase in value, and in cases where the increase occurs, if the limited partners received cash distributions instead of in kind distributions, the limited partners will be denied the benefits of that increase had the Fund retained the securities and the general partner will receive more value from the securities than it would have had its distribution been paid in cash. Lightspeed personnel will under certain circumstances receive securities held by the Fund as a distribution in kind in situations in which the Fund continues to hold or evaluate future investments in those securities, and the Fund will be responsible for expenses related to such securities (including without limitation in connection with any evaluation, research, investigation and due diligence) without reimbursement from the applicable Lightspeed personnel. Investment in Companies Dependent upon New Scientific Developments and Technologies. The Funds focus a significant portion of their investing on technology companies. The value of a Fund’s interests can be susceptible to factors affecting the technology industry and to greater risk than an investment in a partnership that invests in a broader range of securities. The specific risks faced by such companies include: rapidly changing science and technologies; products or technologies that could quickly become obsolete; exposure to a high degree of government regulation, making these companies susceptible to changes in government policy and failures to secure, or unanticipated delays in securing, regulatory approvals; security breaches and other vulnerabilities; scarcity of management, technical, scientific, research and marketing personnel with appropriate training; the possibility of lawsuits related to patents and intellectual property; and changing investor sentiments and preferences with regard to technology sector investments (which are generally perceived as risky). Competitive Marketplace. The marketplace for venture capital investing has become increasingly competitive. Participation by financial intermediaries has increased, substantial amounts of funds have been dedicated to making investments in the private sector and the competition for investment opportunities is at high levels. Some of the Funds’ potential competitors are expected to have greater financial and personnel resources than Lightspeed. There can be no assurances that Lightspeed will locate or otherwise be successful in participating in an adequate number of attractive investment opportunities. To the extent that a Fund encounters competition for investments, returns to limited partners in such Fund could be negatively affected. Changes in Environment and Market Conditions. Each Fund’s investment program is intended to extend over a period of years, during which the business, economic, political, regulatory and technology environment within which the Fund operates is expected to undergo substantial changes, some of which could be adverse to a Fund. The stability and sustainability of growth in global economies has the potential to be impacted by terrorism or acts of war. The availability, unavailability or hindered operation of external credit markets, equity markets or other economic systems that the Funds could depend upon to achieve their objectives could have a significant negative impact on a Fund’s
operations and profitability. There can be no assurance that such markets and economic systems will be available as anticipated or needed for a Fund to operate successfully. Lightspeed will have the exclusive right and authority (within limitations set forth in the Governing Documents) to determine the manner in which the Funds shall respond to such changes, and limited partners generally will have no right to withdraw from the Funds or to demand specific modifications to a Fund’s operations in consequence thereof. Prospective limited partners are particularly cautioned that it is possible the investment sourcing, selection, management and liquidation strategies and procedures exercised by Lightspeed in the past will not be successful, or even practicable, during a Fund’s term. Minority Investments. A significant portion of the Funds’ investments are expected to represent minority stakes in privately held companies, alongside other third-party investors and founders. Such investments involve risks not present in investments where a third party is not involved, including the possibility that a third-party partner or Co-Investor (defined below) will have financial difficulties resulting in a negative impact on such investment, have economic or business interests or goals which are inconsistent with those of a Fund, or be in a position to take action contrary to a Fund’s investment objectives. In addition, during the process of exiting investments, a Fund is likely to hold minority equity stakes. As is the case with minority holdings in general, such minority stakes that a Fund holds will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. The Funds will also invest in companies for which the Funds have no right to appoint a director or otherwise exert significant influence. In such cases, the Funds will be reliant on the existing management and board of directors of such companies, which could include representatives of other financial or strategic investors with whom a Fund is not affiliated and whose interests could conflict with the interests of such Fund. Majority Investments. As part of its growth-equity strategy, and in connection with any future private equity strategy, the Funds are permitted to seek certain portfolio investment opportunities that allow the Fund to either acquire control, co-control or exercise significant influence over the management, operation and strategic direction of certain Portfolio Companies in which it invests. The exercise of control and/or significant influence over a company imposes additional risks of liability for regulatory non-compliance, environmental damage, product defects, failure to supervise management and other types of liability in which the limited liability of business operations could be ignored. The exercise of control, co-control and/or significant influence over a Portfolio Company could expose the assets of the Fund to claims by such Portfolio Company, its security holders, its creditors and its regulators. While the Firm intends to manage the Funds in a way that will minimize exposure to these risks, the possibility of successful claims cannot be precluded. Consortium Transactions and Co-Control. The Funds may participate in consortium transactions, which are deals where two or more unaffiliated sponsors provide equity financing or divide the target business being acquired. Consortium transactions generally entail a reduced level of control (as compared to other control transactions) by the Funds over an investment because governance rights must be shared with the other consortium sponsors. Accordingly, the Funds may not be able to control decisions relating to a consortium investment, including the timing and nature of any exit.
The Funds may in certain circumstances be liable for the actions of another consortium sponsor. Furthermore, if a consortium sponsor defaults on its funding obligations, the Funds may be required to make up the shortfall. Reliance on the General Partner and the Lightspeed Team. The Funds are dependent on their respective General Partners. Each General Partner of the applicable Fund will have sole discretion over the investment of the funds committed to such Fund as well as the ultimate realization of any profits. As such, the Funds’ profitability will be dependent largely upon the availability and business and investment acumen of Lightspeed’s investment and senior professionals, including principals of any General Partner (the “Lightspeed Team”). Limited Partners in the Funds will be relying on the Lightspeed Team to conduct the Funds’ businesses. The loss of one or more members of the Lightspeed Team could have a significant adverse impact on the business of the applicable Fund. No assurances can be given that each of such members of the Lightspeed Team will continue to be affiliated with Lightspeed or the applicable Fund throughout the Fund’s term. In such circumstances, the General Partner may seek to take certain actions, including the sale of investments sooner than expected, if it believes it is in the best interests of the respective Fund(s). Such actions may have other consequences associated, such as unexpected short-term capital gains and transaction costs. Notwithstanding any prior experience that such members of the Lightspeed Team has in making investments of the type expected to be made by the applicable Fund, any such experience necessarily was obtained under different market conditions and with different technologies at the forefront of development. There can be no assurance that the members of the Lightspeed Team will be able to duplicate prior levels of success achieved in other Funds. In addition, the Lightspeed Team currently manages, and expects to continue managing, multiple Funds and investment strategies, and at times certain members of the Lightspeed Team will need to devote substantial amounts of time across investment activities of multiple Funds and investment strategies, which poses conflicts of interest with respect to how the Lightspeed Team allocates its time among the Funds. Finally, certain changes in the principals of any General Partner of a Fund or circumstances relating to the General Partners have the potential to have an adverse effect on the Funds or one or more of their portfolio companies. Reliance on Portfolio Company Management. The success of the Funds’ portfolio companies is heavily dependent on the management of such companies. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although Lightspeed will be responsible for monitoring the performance of each portfolio investment, and the Funds generally intend to invest in companies with strong management or recruit strong management to such companies, there can be no assurance that the existing management team, or any successor, will be able or willing to successfully operate a company in accordance with the Funds’ objectives. Portfolio companies will likely need to attract, retain and develop executives and members of their management teams. The market for executive talent can be extremely competitive. There can be no assurance that the management team of a portfolio company on the date a portfolio investment is made will remain the same or continue to be affiliated with the company throughout the period the portfolio company
is held by the relevant Fund. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, the Funds could be adversely affected thereby. Projections. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by Lightspeed in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties 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 have the potential to be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections. Limitations on Ability to Exit Investments. Lightspeed expects to exit from its investments in two principal ways: (i) private sales (including acquisitions of its portfolio companies and/or their products, including by other Funds) and (ii) initial and secondary public offerings. At any particular time, one or both of these avenues may not be open to a Fund, or timing with respect to these exit mechanisms may be inopportune. As such, the ability to exit from and liquidate portfolio holdings can be constrained at any particular time, and it is possible the Funds will not be able to realize the expected value of any given portfolio investment and the overall returns of such Funds could be materially impaired. Seed Relationships. Lightspeed will occasionally enter into an agreement with a single entrepreneur or team of entrepreneurs (each, an “Entrepreneur”), pursuant to which Lightspeed will provide seed funding to one or more companies founded or otherwise sponsored by such Entrepreneur. It is Lightspeed’s belief that such arrangements have the potential to benefit the Funds by creating opportunities for Lightspeed to secure favorable terms with respect to such investments, as well as creating earlier access to portfolio companies with promising founders. It is possible, however, that as a result of any such arrangement, a Fund will make investments in portfolio companies in which it otherwise would not have invested. In addition, Lightspeed reserves the right to determine, in its sole discretion, that any opportunity arising out of its relationships with an Entrepreneur is more appropriate for, and should be allocated to, another Fund. Foreign Conditions; Interdependence on Markets. The Funds’ investments in companies operating outside the United States (for example, in India, Israel, Singapore, Indonesia and the United Kingdom, among other jurisdictions) will involve certain additional risks not typically associated with investments in securities of United States companies. These risks include economic factors, political factors, government actions, investment restrictions, foreign currency considerations, repatriation of capital and profits, market for portfolio investments, unreliability of information, legal protection, difficulty in bringing suit, social risks, impediments to M&A and private equity activities and international conflicts.
International Conflicts, Geopolitical Events, and Domestic Policy. Wars and other international conflicts, such as the recent joint military assault on Iran by the United States and Israel, the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. As noted above, the United States and Israel recently commenced a joint military assault on Iran, following years of escalating tensions. The conflict has rapidly expanded, with retaliatory Iranian strikes, several other nations deploying military assets to the region, and significant disruptions to global energy markets, trade routes, and supply chains. The United States and other countries have imposed extensive economic sanctions targeting Iran, and further sanctions or other restrictive measures may be forthcoming. The ongoing conflict and the potential for further expansion into a broader regional or international conflict could have a significant negative impact on various economies and business activity globally (including in the countries in which the Funds invest). For example, the conflict may result in, among other things, increased energy and input costs, supply chain disruptions, reduced consumer and business spending, tightening of credit markets, rising interest rates, inflationary pressures, increased volatility in the capital markets, and a general deterioration of macroeconomic conditions. Additionally, the conflict may limit the ability of the Funds to source, execute, or exit investments on favorable terms, as heightened uncertainty and market volatility may reduce deal flow, depress exit valuations, and restrict the availability and increase the cost of debt financing. The conflict may also give rise to increased regulatory and sanctions compliance obligations, which could constrain the Funds’ investment activities and impose additional operational costs. Given the highly fluid and unpredictable nature of the conflict and its ongoing escalation, the ultimate scope, duration, and effects on global economic and market conditions are impossible to forecast. As a result, the situation presents material uncertainty and risk with respect to the Funds and the performance of their investments or operations, and the ability of the Funds to achieve their investment objectives. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. Additionally, trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including but not limited to the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an
increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Funds’ portfolio companies and returns to investors. The U.S. government has recently taken action against technology companies, including current and prospective portfolio companies of the Funds, which could have a material impact on such technology companies. These actions include directing federal agencies to cease using technology developed by such companies, designating such companies as a “supply-chain risk,” and prohibiting government contractors from utilizing the company’s AI tools or conducting any business with the company. The decision with respect to certain technology companies demonstrates the willingness of the current administration to use supply-chain risk designations, previously confined to hardware, telecommunications, and companies owned by U.S. adversaries, against U.S. technology companies. Portfolio companies that develop, deploy, or rely upon AI Technologies could be subject to similar actions in the future, particularly if they impose contractual restrictions on the government’s use of their products. The long-term impact on affected technology companies and any other company that becomes subject to similar actions in the future is difficult to predict. These kinds of governmental actions and designations pose a risk to the Funds’ investments. Such actions may also alter the AI technology market more broadly, by for example, shifting competitive dynamics, affecting pricing, increasing costs and reducing optionality. These matters can have a significant adverse impact and result in significant losses to the Funds. This impact could include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It can also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) can cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. Financial Market Fluctuations. Turmoil such as that experienced by the U.S. and global financial markets as a result of bank failures in 2023, the 2019 novel coronavirus (“COVID-19”, together with any other similarly infectious diseases, each a “Pandemic”) and potential new Pandemics, the ongoing international conflicts described above, the stock market instability as a result of recent tariffs and such as markets endured during the global financial crisis of 2008, illustrates the risk that the financial markets can experience uncertainty, volatility and instability, potentially for protracted periods of time. Lending and the global credit markets can experience substantial volatility, disruption, liquidity shortages and to some extent financial instability. Global financial markets in the past have experienced considerable and prolonged declines in the valuations of equity and debt securities and periodic acute contraction in the availability of credit. These financial market fluctuations have the potential to adversely affect the value of a Fund’s investments and/or increase the risks inherent in a Fund’s investments. At times during the life of a Fund, the state of global credit markets, when coupled with uncertainty of the global financial system generally, can make it significantly more
difficult to obtain favorable financing terms for its investments. There can be no assurances that conditions in the global financial markets will not worsen and/or adversely affect one or more of a Fund’s portfolio companies (including with respect to performing under or refinancing their existing obligations), its access to capital or leverage, its ability to effectively deploy its capital or realize investments on favorable terms or its overall performance. General fluctuations in the market prices of securities and interest rates have the potential to adversely affect the value of the Funds’ portfolio investments and/or increase the risk associated with the Funds’ portfolio investments. In particular, conditions in the credit markets could have a significant impact on the business of the Funds. The ability of companies, businesses, projects or assets to refinance debt depends, among other factors, on their ability to obtain financing, including by selling new debt in the high-yield debt or bank financing markets. Similarly, there can be no assurance that the Funds will not suffer material adverse effects from broad and/or rapid changes in market conditions in the future. The level of investment opportunities can decline from Lightspeed’s current expectations, making fewer investment opportunities available to the Funds (although, during a time of challenging market conditions, it is possible there could be opportunities to take larger positions in the transactions that do occur). Another possible consequence of a constrained credit market is that the Funds can take a longer than anticipated period to invest capital, as a result of which, at least for some period of time, the Funds likely would be more concentrated in a limited number of investments than expected. Consequently, during this period, the returns realized by the Funds (and thus the limited partners, including the General Partners) can be substantially adversely affected by the unfavorable performance of a small number of these investments. Furthermore, market conditions can unfavorably impact a Fund’s ability to secure leverage on terms as favorable as more established borrowers in the market, or as those terms obtained during better market conditions or to obtain any leverage on commercially feasible terms. To the extent a Fund is able to secure financing for investments, increases in interest rates such as those recently experienced or in the risk spread demanded by financing sources make the partial financing of investments with indebtedness more expensive and could limit such Fund’s ability to structure and consummate its investments. Although Lightspeed believes at this time the continued unfolding of the credit cycle will result in attractive investment opportunities, it is possible it will not be able to manage the timing of the Funds’ investments in the most advantageous manner, which could result in further depreciation in values. A Fund’s investment strategy and the availability of opportunities satisfying a Fund’s risk-adjusted return parameters relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events, and, in any event, past performance is not indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by Lightspeed will prove correct, and actual events and circumstances have the potential to vary significantly.
Political Activities. A portfolio company or its management or employees, in the ordinary course of its business, make political contributions to elected officials, candidates for elected office or political organizations, hire lobbyists or engage in other permissible political activities in U.S. and/or non-U.S. jurisdictions with the intent of furthering its business interests or otherwise. Portfolio companies are not considered affiliates of Lightspeed under the Funds’ Governing Documents, and therefore such activities are not subject to relevant policies of Lightspeed and are expected to be undertaken by a portfolio company without the direction of Lightspeed. The interests advanced by a portfolio company through such activities will, in certain circumstances, not align with or could be adverse to the interests of other portfolio companies, the Funds and/or the limited partners. There can be no assurance that any such activities will be successful in advancing the interests of a portfolio company or otherwise benefit such portfolio company or the Funds. Political contributions made by the Firm’s professionals pursuant to its policies and procedures or valid exceptions made thereto, could present potential reputational or other risks to Lightspeed and/or its portfolio companies. Potential Liabilities. In connection with its investments, a Fund has the potential to negotiate the right to appoint one of the Lightspeed Team, as well as Venture or Operating Partners as a member of the portfolio company’s board of directors. Such membership on the board of directors of a company can result in a Fund or the individual director being named as a defendant in litigation or other disputes or investigations. A Fund has the potential to also participate in portfolio company financings, or sales of portfolio companies, at valuations lower than the valuations in preceding rounds of financing. Disputes arising out of such financings or sales can result in a Fund, Lightspeed, Lightspeed Team or other affiliates being named as defendants in such disputes. Typically, portfolio companies will have insurance to protect directors and officers, but this insurance could be inadequate. The Funds will also indemnify the General Partners and their principals, among others, for liabilities incurred in connection with operations of such Fund, including liabilities arising from such lawsuits and other disputes. Such indemnification obligations and other liabilities could be substantial. Contingent Liabilities on Disposition of Investments. In connection with the disposition of an investment in a portfolio company, a Fund could be required to make (or could otherwise be contractually responsible for) representations about the business and financial affairs of such company typical of those made in connection with the sale of a business. A Fund could be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements can result in the incurrence of contingent liabilities for which Lightspeed has established reserves and escrows. In that regard, it is possible that distributions will be delayed or withheld until such reserve is no longer needed or the escrow period expires. In addition, in the event a Fund is found to have breached (or is otherwise contractually responsible for or affected by the breach by a portfolio company or third party of) a representation in connection with a sale of a business, such reserves and escrows will be used, potentially in full, to indemnify the purchasers of such investment. Alternatively, the limited partners could be required to return distributions previously made to them to satisfy a Fund’s obligations with respect to the foregoing.
Digital Assets. Certain Funds are permitted to invest in Digital Assets (defined above), which represent a speculative investment and involve a high degree of risk. Alternatively, such Funds may be permitted to invest in portfolio companies or pooled investment vehicles managed by third parties that invest primarily in Digital Assets, that hold Digital Assets and/or that engage in transactions related to Digital Assets. As products and technologies that continue to evolve, Digital Assets have experienced significantly varied adoption by asset type, with certain assets such as stablecoins achieving broader commercial and institutional integration, while most Digital Assets remain limited in their adoption as a mainstream payment method. Additionally, a significant portion of the demand for Digital Assets continues to be generated by speculators and investors seeking to profit from the short or long-term holding of Digital Assets, but valuations can reflect a variety of factors that are not present in traditional asset classes, including the perceived utility of a particular Digital Asset’s underlying network or protocol, its scarcity characteristics, and the evolving regulatory and technological landscape in which it operates. Digital Assets have experienced extreme price volatility that will likely continue in the future. Historical price increases in Digital Assets provide no assurance of future results. The value of Digital Assets are impacted by their worldwide acceptance or rejection. In particular, security flaws (or perceived security flaws), supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures, difficulties with converting Digital Assets to fiat currencies, and concerns that Digital Assets may disproportionately facilitate criminal activities may negatively affect the acceptance, growth and development of Digital Assets. For example, the exchange rate of Bitcoin into U.S. dollars has been very volatile. To the extent a Fund holds specific investments in Digital Assets, the value of those investments also can be volatile and subject to impairment, and such investments have the potential to lose their entire value. Many Digital Assets will derive their speculative value from the perceived usefulness of the blockchain networks they are attached to as many are designed to be consumed in transactions that record data or provide access to certain functionality on these networks. The relative lack of acceptance of Digital Assets beyond their own blockchain network in the retail and commercial marketplace limits the ability of end-users to pay for other goods and services with Digital Assets. There is no assurance that Digital Assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of Digital Asset payments by mainstream retail merchants and commercial businesses will grow. In addition, while Digital Assets and their networks have experienced rapid technological development, it is possible such development will not continue at its current pace. There can be no assurance that material vulnerabilities in the technology associated with a particular Digital Asset and any of its associated networks will be identified and addressed prior to a Fund’s investment in such Digital Asset. Any failure of technologies associated with Digital Assets or their networks could have a material adverse effect on a Fund’s investments and investment opportunities. Some blockchain networks are further interdependent on other blockchain networks whose attached Digital Assets have been limited to no interoperability but where changes to the protocol could adversely affect some or all interdependent blockchain networks. It is possible these protocols have undiscovered flaws which could result in the loss of some or all Digital Assets held by a Fund. There may also be network scale attacks against these protocols which result in the loss of some or all Digital Assets held by the Funds.
Some Digital Assets held by the Funds may be created, issued or transmitted using experimental cryptography which could have underlying flaws. Advancements in quantum computing could break the cryptographic rules of protocols which support the Digital Assets held by the Funds. The developers and/or stakeholders of a blockchain network or open-source software project may alter the network protocol in a manner adverse to Digital Asset holders or the Funds. The Funds make no guarantees about the reliability of the cryptography used to create, issue, or transmit Digital Assets held by the Funds. Digital Assets are often controllable only by the possessor of unique private keys relating to the addresses in which the Digital Assets are held. The theft, loss or destruction of a private key required to access Digital Assets could be irreversible, and any such private key would not be capable of being restored by the Funds. Lightspeed will take all appropriate and customary measures to secure the custody of any Digital Asset holdings, but any loss of private keys relating to digital wallets used by service providers to store the Funds’ Digital Assets, whether as a consequence of compromised information security, hacking or otherwise, could result in the loss of such Digital Assets, and a limited partner could incur substantial, or even total, loss of capital relating to its interest in such Digital Assets. Digital Assets are not legal tender in the United States, and federal, state or foreign governments could restrict the use and exchange of Digital Assets at any time, including by treating Digital Assets as securities for purposes of existing securities laws. Digital Assets have attracted the attention of U.S. lawmakers, and future legislation is likely. With regard to current regulation, the United States Securities and Exchange Commission (SEC) has asserted that certain Digital Assets are subject to the laws and rules regulating securities generally, including, but not limited to laws, rules and guidance governing the safekeeping of funds and securities – but depending on future legislation and regulatory rulemaking, as well as evolving regulatory guidance, this too is subject to change. With respect to safekeeping of Digital Assets, Lightspeed strives to utilize third-party custodians for the Funds’ Digital Assets that constitute funds or securities, and in some cases will utilize state-chartered custodians. However, qualified third-party custodians that satisfy this requirement for certain Digital Assets may not be available, in which case the Funds may be required to self-custody Digital Assets or defer claiming Digital Assets allocated to the Funds so that they remain in the custody of the issuing party. There can be no assurance that state-chartered custodians, self-custody or deferred claiming will adequately protect the security of such Digital Assets, exposing the Funds to up to the complete loss of a Digital Asset owing to a security breach or other failure of the self-custody procedures. In addition, despite issued no-action letter guidance, it is possible regulators will not agree with Lightspeed’s decision to utilize state-chartered custodians, self-custody or defer claiming a Digital Asset, resulting in the possibility of sanctions, fines or other regulatory reparations imposed on the Funds, Lightspeed or any of their respective affiliates by the SEC. There also can be no assurance that, to the extent the Funds utilize third-party custodial services, such third parties maintain required certifications with the SEC or other regulatory agencies, the loss of which could cause such custodians to not be deemed qualified custodians by various regulatory agencies.
Various jurisdictions have adopted or may in the future, adopt, laws, regulations or directives that affect Digital Assets and parties that come into contact with such assets. Such laws, regulations or directives could negatively impact the Funds in a variety of ways, including by increasing the compliance burden of the Funds and its related parties or diminishing the value of a Fund’s investments in Digital Assets or by increasing the tax rate on Digital Assets. To the extent that new regulations are imposed, or regulatory authorities are successful in applying existing regulations to Digital Assets, a Fund’s investments could be materially adversely affected. Further, the taxation of Digital Assets is uncertain in many jurisdictions, and those jurisdictions that have formulated a position have reached varying (and continuously evolving) conclusions. A discussion of varied tax treatments of Digital Assets is outside the scope of this discussion. Certain Funds are permitted to invest, directly or indirectly, in initial coin offerings (“ICOs”). ICOs allow for investors to purchase certain Digital Assets offered or created by blockchain-based companies on various platforms in exchange for dollars or other cryptocurrency, which can then be converted to dollars on a Digital Assets exchange. Prior to an ICO, many blockchain-based companies offer presale tokens or similar Digital Assets. Presale tokens or Digital Assets may be sold or used to buy additional tokens or Digital Assets at a later point in time for a potentially higher value. The Funds are permitted to invest in all stages, including presale rounds of ICOs. ICOs and various token presales are subject to an evolving and inconsistent regulatory landscape and remain exposed to fraud, security breaches, further regulatory developments, civil and criminal enforcement actions, and technological developments. There is no guarantee that the token or currency purchased will have any value or worth, and due to the generally decentralized nature of the Digital Asset ecosystem there could be very little to no legal recourse for the Firm should any investment terms not be adhered to as initially agreed upon. ICOs may be subject to federal, state and other securities laws, federal commodity laws, and various international regulations, among other restrictions. Such restrictions can have an adverse impact on Digital Assets held by the Funds or the Funds’ ability to sell such Digital Assets. As investors can purchase new tokens with already existing Digital Assets, investments in ICOs and presales subject the Funds to all risks associated with Digital Assets in general. In addition, certain Funds are permitted to effect Digital Assets transactions on “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to the same credit evaluation and regulatory oversight as are participants in “exchange-based” markets, and many of the protections afforded to participants in certain exchange-based markets, such as the performance guarantee of an exchange clearinghouse, may not be available in connection with Digital Assets transactions in an over-the-counter market. As a result, a Fund could suffer a loss in circumstances where a counterparty will not settle a Digital Assets transaction in accordance with its terms and conditions due to a dispute over the terms of the contract (whether or not bona fide) or due to a credit or liquidity problem. The Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of the Fund’s Digital Assets transactions with a single counterparty. The inherent risk of transacting with any of a number of unknown counterparties, the lack of any ability to meaningfully and independently evaluate such counterparties’ financial capabilities and the absence
of a regulated market to facilitate settlement could significantly increase the potential for losses by the Funds in Digital Assets investments. Certain Funds are permitted to invest in Digital Asset protocols that verify transactions through a concept known as Proof of Stake (“PoS”). PoS generally provides a right to holders of a Digital Asset to verify future transactions (i.e., changes of computational state) in a protocol based on various factors, depending on the rules of the protocol. Some protocols enable holders with Digital Assets (i.e., stakes) deposited in the protocol to be rewarded with additional Digital Assets for the verification of future transactions. Those with stakes in some protocols could have the ability to govern and vote on how the protocol is upgraded in the future. As PoS typically requires setting aside a large amount of the relevant Digital Asset for a potentially long period of time to verify future transactions on the protocol, such investments could be illiquid for an extended period of time before there is any realized return on investment. Such illiquidity could have an adverse effect on the Funds. In certain instances, the Funds may hold certain Digital Assets in a “cold wallet.” Consequently, the Funds may not be able to stake such Digital Assets and may not benefit from potential earnings and distributions related to such staking. Alternatively, the Funds may hold certain Digital Assets in a “hot wallet” in order to benefit from rewards related to staking as well as benefit from participation in governance of the relevant protocol. Staking in this context increases the risk of loss of such Digital Assets through increasing vulnerabilities to hacking. In some cases, the Funds may engage third parties to stake on their behalf, and such third parties will generally charge the Funds fees and expenses associated with such activities. While the Funds will endeavor to minimize any risks associated with these third parties, there can be no assurance that such parties may not illegally gain access to the Funds’ Digital Assets or that, in the process of staking, such third parties may face a risk of loss of certain Digital Assets. Certain Funds are permitted to directly or indirectly deploy some of their assets through protocols that allow participants to perform various services, including but not limited to facilitation and verification of transactions through PoS, curation, governance, and dispute resolution (“Active Network Participation”). Many protocols that support Active Network Participation include “slashing”, which is a penalty for taking certain actions or failing to meet certain standards, such as staking validators that incorrectly validate a transaction. While slashing can only occur upon the misconduct (intentional or unintentional) of such Active Network Participant, the penalties for that misconduct may include, but are not limited to, foregoing of rewards from Active Network Participation, loss of staked Digital Assets, or a ban from participating on a particular network. If the Funds or one of their service providers, as applicable, meets the slashing conditions for a particular protocol it could result in loss of the Funds’ assets and could have a negative impact on the performance of the Funds. Artificial Intelligence & Data Analytics Technology. AI Technologies and their potential future applications continue to rapidly evolve. The Funds’ investment in companies implementing AI Technologies, the Funds’ use of and reliance on third-party service providers that implement AI Technologies, as well as Lightspeed’s own internal use and implementation of AI Technologies in its own operations comes with certain risks that can adversely affect returns or increase risk of liability for the Funds. Although Lightspeed and the Funds conduct diligence on such potential investments and third-party service
providers, Lightspeed and the Funds will not be able to control or influence the manner in which third-party AI Technologies are developed or maintained by them, particularly with regard to minority investments. Lightspeed’s ability to use, manage and aggregate data, including data related to the use of AI Technologies, may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit Lightspeed’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI Technologies. The use (and, in the case of portfolio companies, development) of AI Technologies by Lightspeed, the Funds, portfolio companies and other market participants, as well as the overall adoption of AI Technologies throughout society, could exacerbate existing or create new and unpredictable risks to Lightspeed, the Funds and portfolio companies, including competitive, operational, reputational, legal and regulatory risks. For example: •
The adoption of AI Technologies by other market participants could significantly disrupt the markets in which Lightspeed, the Funds and portfolio companies operate and subject them to increased competition.
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The legal and regulatory frameworks related to the use of AI Technologies are evolving, including due to the perceived or actual risks of bias, unfair discrimination, transparency and information security. The development and use of AI Technologies could necessitate burdensome compliance with evolving legal and regulatory frameworks (including the Artificial Intelligence Act (Regulation (EU) 2024/1689) (the “EU AI Act”), the U.S. White House Executive Order on Removing Barriers to American Leadership in Artificial Intelligence (the “AI Executive Order”), the Colorado Artificial Intelligence Act, California’s (enacted) Assembly Bill 2013 on Generative Artificial Intelligence, and other state, national or regional regulatory frameworks) which could increase the costs for (or impede the ability of) Lightspeed, the Funds and portfolio companies to develop and use AI Technologies, and could result in litigation and regulatory investigations, proceedings or other actions brought against Lightspeed, the Funds and/or portfolio companies. In the US, the AI Executive Order seeks to create a new federal standard for AI regulation and preempt state measures. In the UK, an AI bill was expected to be introduced to Parliament in 2025; however it has since been delayed, likely until mid-2026 at the earliest. In the EU, by contrast, the EU AI Act, which came into force on 1 August 2024, represents the world’s first comprehensive legislative framework for AI. The obligations under the EU AI Act have taken and will take effect in stages between February 2025 and at least August 2027. Classifying AI systems according to risk, the EU AI Act imposes a range of obligations on developers, importers, distributors and users of AI systems, and also imposes prohibitions on certain high-risk AI practices. Fines of up to EUR 35,000,000 or 7% of an organization’s annual turnover for the previous year can
be imposed for non-compliance, and the European Commission’s new AI Office can recall or restrict AI systems and require corrective action. On 19 November 2025, the European Commission published the Digital Omnibus Package – a proposal intended to streamline the EU’s digital framework, including the EU AI Act. There could therefore be future changes in the obligations under the EU AI Act that are applicable to Lightspeed, a Fund, or its portfolio companies. Ongoing and future regulatory actions with respect to AI Technologies generally or AI Technologies’ use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of Lightspeed, a Fund or its portfolio companies to utilize AI Technologies in the manner it has to-date, and may have an adverse impact on the ability of Lightspeed, a Fund or its portfolio companies to continue to operate as intended. •
The use by Lightspeed’s employees, partners, members, consultants and portfolio companies (and the development by portfolio companies) of third-party and open-source AI tools poses additional risks, including the misuse of third-party intellectual property, compromising Lightspeed confidential information, and creation of discoverable material in litigation which could adversely affect Lightspeed, the Funds or portfolio companies. Use of AI tools could result in allegations or claims against Lightspeed, the Funds or portfolio companies related to violation of applicable privacy laws, third-party intellectual property rights (including but not limited to copyright infringement claims, which claims have been made against portfolio companies in the past), unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. In addition, portfolio companies implementing AI Technologies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. There can be no assurance that companies involved in AI and data services will be able to successfully protect their intellectual property to prevent the misappropriation of their technology, or that competitors will not develop technology that is substantially similar or superior to such companies’ technology. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in Lightspeed’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative impact on Lightspeed or on the performance of a Fund and its portfolio companies.
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AI Technologies may be used improperly or inappropriately, lead to the contamination of Lightspeed’s proprietary information and render such proprietary information unable to qualify for patent protection. AI Technologies could also be used against Lightspeed, a Fund or a Fund’s portfolio companies in criminal or negligent ways. For example, AI Technology and data services companies are potential targets for cyberattacks, which can have a materially adverse impact on the performance of these companies. In addition, the collection of data from consumers and other sources could face increased scrutiny as regulators consider how the data is collected, stored, safeguarded and used.
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AI Technology companies typically engage in significant amounts of spending on research and development, and there is no guarantee that the products or services produced by these
companies will be successful. AI and data services companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. •
AI Technology companies face intense competition and potentially rapid product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Many of these companies are also reliant on the enduser demand of products and services in various industries that may in part utilize AI and/or data services.
It is not possible to predict the full nature or extent of current or future risks related to the use and development of AI Technologies by Lightspeed, the Funds and portfolio companies now or at the time of any applicable investment. In connection with the development, deployment and use of AI Technologies, as well as other “big data” analytics practices, portfolio companies may collect a range of data through the practice of web scraping, including business and personally identifiable information, which they may store in their data centers, on their networks or in their cloud infrastructure. Practices associated with web scraping, training AI Technologies on large data sets, and big data analytics continue to evolve, and difficulties approximating gaps in data, obtaining data from reliable sources, and validating data could adversely impact the accuracy and effectiveness of such tools. If the data used by portfolio companies or third parties on whose services they rely is incomplete, inadequate, inaccurate, biased or otherwise flawed, the performance and results of such AI Technologies and data analytics could be negatively impacted. Portfolio companies could face regulatory scrutiny or litigation for the use of big data and web scraping, including for alleged violation of third-party privacy and intellectual property rights, or other rights, or alleged breach of contractual obligations, such as limitations on the use of data. These risks, and other unknown or unforeseeable risks related to web scraping, the use of AI Technologies and the use of big data analytics, could adversely affect the business and financial condition of Lightspeed, the Funds and portfolio companies. Valuation of Illiquid Assets. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values are likely to differ from values that would have been determined had a ready market existed for such securities and are likely to differ from the prices at which such securities are ultimately sold, and such difference may be material. Though third-party pricing information could at times be available regarding certain of the Funds’ assets, Lightspeed does not expect to rely on such third-party pricing information. Moreover, because Lightspeed will determine the value of such assets, it will have an obvious conflict of interest in making that determination, given the potential impact of such valuations on the Funds’ performance results. There can be no assurance that investments will ultimately be realized at the value calculated or otherwise determined by Lightspeed. Side Agreements. Lightspeed has entered into one or more “side letters” or similar agreements with certain limited partners pursuant to which Lightspeed, in its discretion, grants to such limited partners
specific rights, benefits or privileges that are not made available to limited partners generally, many of which will not be subject to the “most favored nation” provisions of the Governing Documents. Under such agreements, a General Partner (or an affiliate of the General Partner) could be or become subject to binding obligations to make co-investment opportunities available to such other funds/vehicles or to a subset of the limited partners. Such agreements will be disclosed only to those actual or potential limited partners that have separately negotiated with the General Partner for the right to review such agreements. Additionally, some limited partners may have access to additional information (e.g., matters relating to knowledge transfer, knowledge sharing, training and/or secondments) or the right to opt out of certain investments. To the extent a limited partner elects to opt out of a particular investment other limited partners’ pro rata interest and thus their exposure in that particular investment will increase. No Assurance of Additional Capital for Investments. After a Fund has financed a company, continued development and marketing of products often require that additional financing be provided. In particular, technology companies generally have substantial capital needs that are typically funded over several stages of investment. No assurance can be made that such additional financing will be available, and no assurance can be made as to the terms upon which such financing will be obtained. Repayment of Certain Distributions. In the event that a Fund is unable otherwise to meet certain of its obligations, limited partners could be required to repay to the Fund or to pay to creditors of the Fund distributions previously received by them. Reserves. As is customary in the industry, Lightspeed will establish reserves for follow-on investments, operating expenses and other obligations. Establishing an appropriate amount for such reserves is difficult, especially for follow-on investment opportunities, which are directly tied to the success and capital needs of portfolio companies. Inadequate or excessive reserves could impair the investment returns to the limited partners. If reserves are inadequate, a Fund could be unable to take advantage of attractive follow-on or other investment opportunities or to protect its existing investments from dilutive or other punitive terms associated with “pay-to-play” or similar provisions. If reserves are excessive, a Fund may decline attractive investment opportunities or hold unnecessary amounts of capital in money market or similar low-yield accounts. Co-Investments. As described in Item 4, Lightspeed is permitted, in its sole discretion, to offer CoInvestors the opportunity to co-invest with a Fund in one or more portfolio investments. Such coinvestment opportunities will not be allocated pro rata among the limited partners of the relevant Fund, and there can be no assurances that any particular limited partner will be given the opportunity to participate in any co-investment opportunities, even if such limited partner has expressed an interest in evaluating co-investment opportunities. Certain limited partners could receive a disproportionate amount of co-investment opportunities. In certain cases, determinations to allocate such amounts or investment opportunities to vendors, service providers or other third parties with whom Lightspeed has a relationship and believes benefits its Funds, will be made prior to the determination of the availability of opportunity for other Co-Investors, and as such generally will decrease the amount of
co-investment opportunities available. In addition, in certain circumstances, Lightspeed may receive compensation or other benefits from a third party for offering a co-investment opportunity to such third party. Except as specifically provided in the Governing Documents, Lightspeed will not have any obligation to provide notice to limited partners of co-investment opportunities or the fact that coinvestments have taken place. In addition, the Funds from time to time make and pursue investments and/or bear costs as Fund expenses in connection therewith with the expectation of offering a portion of its interests therein as a co-investment opportunity to limited partners and/or other third parties. In the event that a Fund is not successful in effecting such co-investment, in whole or in part, the Fund will likely consequently hold a greater concentration and have more exposure in the related investment than initially was intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Co-Investors are not generally expected to bear broken deal expenses and as a result, in deals where Co-Investors are expected to join either at or after a closing date, a Fund will bear a greater percentage of broken deal expense (including reverse termination fees) than the percentage ownership the Fund intends to hold in an investment. Further, subject to the terms of the Governing Documents, a Fund can warehouse or make an investment in a portfolio company and subsequently transfer all or a portion of such portfolio investment to Co-Investors. In such circumstances, it is usually the case that the Fund will sell such portfolio investment to the relevant Co-Investors at cost plus interest even where the value of such portfolio investment is higher. In addition, if a Fund is not successful in transferring such portfolio investment, in whole or in part, the Fund will likely consequently have greater exposure to the relevant portfolio investment and/or bear more costs and expenses than initially intended, which could significantly reduce the Fund’s overall investment returns. Each investment in a portfolio company by a Co-Investor will generally be on terms no more favorable than those received by the corresponding Fund; however, subject to legal, tax, regulatory or other similar considerations, the terms of co-investments can differ from those of the Fund, including with respect to the payment of Carried Interest and Management Fees. Fees and expenses incurred in respect of any investment (and any other Fee Income earned in respect of any investment) will generally be allocated among the Fund and any Co-Investors on the basis of invested capital by each to the relevant investment, except that it is expected that the Funds will bear all broken deal expenses. Lightspeed is also permitted, in its sole discretion, to allocate expenses in another manner that it determines to be fair and equitable. For example, in the event that Co-Investors do not have sufficient capital to pay for expenses (including indemnification expenses), such expenses could be borne by the relevant Fund. It is possible that Co-Investors will sell their interests in a co-investment at different times or on different terms than the Funds with which they co-invest, which could negatively impact the value of the subject assets and returns of such Funds. Borrowing. Lightspeed expects to utilize leverage, both at the level of the Funds, as well as at entities (including special purpose vehicles and portfolio companies) below the Funds.
Fund-Level Borrowing. The Funds intend to incur leverage in connection with their operations, collateralized by its assets and/or commitments (“Commitments”). The Funds will incur such leverage for a variety of reasons, including to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors). Other use cases are permitted, as described below, but not currently anticipated. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all limited partners in such Fund on a pro rata basis, including the General Partner. To the extent a Fund becomes unable to borrow, or loses a line of credit, such inability to borrow or loss of a line of credit could adversely impact such Fund’s operations to the extent the Fund needs to access funds. The use of leverage by a Fund can have important consequences to the limited partners, including, but not limited to, the following: (i) greater fluctuations in the net asset value of a Fund; (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions or other purposes; (iii) increased interest expense if interest rate levels were to increase significantly; and (iv) limitation on the flexibility of a Fund to make distributions to the limited partners or to sell assets that are pledged to secure the indebtedness. In addition, borrowing under a Credit Facility solely secured by remaining Commitments will not be subject to the cap on overall Fund borrowing under applicable Governing Documents. The Funds do not intend to employ collateral and asset reuse arrangements. There can be no assurance that the Funds will have sufficient cash flow to meet their debt service obligations. As a result, a Fund’s exposure to losses can be increased due to the illiquidity of its investments generally. A Fund and any other parallel investment entities, as well as other Lightspeed Funds that benefit from the credit line of other Funds (“Borrowing Funds”) can be jointly and severally liable for all credit support obligations in respect of investments or under any Fund-related credit facility. Therefore, if one or more limited partners and/or limited partners of a Borrowing Fund or parallel investment entity fail to satisfy a drawdown or otherwise default on their contribution obligations pursuant to the credit support, such amount would be drawn on a pro rata basis from nondefaulting limited partners and limited partners of any other investment entities tied to the credit line up to the remaining amount of their respective unfunded Commitments. Finally, the use of leverage could further limit the limited partners’ ability to use their interests as collateral for other indebtedness. Additionally, certain Funds have the ability to borrow from another Fund’s line of credit. This could occur in a variety of situations, including where one Fund warehouses an investment for another Fund or another Fund participates in an investment at a later date than the original investing Fund or for administrative convenience. In these situations, the Borrowing Fund could benefit from lower interest rates or more favorable terms than it could obtain from its own lenders, while the Fund making its credit line available could incur higher costs or risks by sharing its credit capacity. Also, the Borrowing Fund could impair the liquidity of the Fund making its credit line available or ability to meet its own obligations by delaying or defaulting on the repayment of the borrowed funds, or by using the borrowed funds as collateral for other transactions. Additionally, the Fund using the line of credit from another Fund bears a fixed rate of interest for the portion of borrowing it utilizes, which is generally more than the costs of borrowing borne by the Fund utilizing its line of credit.
The Funds will also utilize credit facilities to benefit co-investment parties. For example, a Fund will borrow to fund a co-investment party’s pro rata share of an investment or expense related to an investment. Certain parties participating in an investment (including the General Partner and any coinvestment party are not expected to bear their pro rata share of expenses relating to the subscription facility used for making an investment (including, without limitation, interest expenses, origination and other costs). As a result, the Funds are expected to bear a disproportionate cost in connection with the extension of credit. In addition, because co-investment parties and the General Partner are not expected to be parties to the subscription facility, the Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. In addition, credit facilities for certain Funds are available to provide borrowed funds directly to the portfolio companies of such Funds, in which case such borrowed funds would be guaranteed by such Funds. In such instances the Funds would bear the sole liability for the borrowed funds in the event of a default, and as a result such portfolio company and any of its other investors (including direct investments by the General Partner and any Co-Investor) benefit from the credit risk taken by the Fund’s guarantee. In connection with Fund-level borrowing, credit facilities may be secured by an assignment of the right to call down limited partners’ unfunded Commitments or by a Fund’s portfolio investments and assets, or both. Limited partners are typically required to acknowledge their obligation to pay their share of such indebtedness up to the amount of their unfunded Commitments or to acknowledge the right of such lender to call on such limited partners to fund their Commitments. In addition, limited partners are often required to execute and deliver such documents and take such actions as may be necessary or desirable, as determined by Lightspeed in its sole discretion, to obtain, maintain and comply with the terms of such credit facility. The Governing Documents and the subscription agreements generally provide a lender with the right to receive detailed due diligence and credit-related information regarding the limited partners. Lightspeed reserves the right, in its sole discretion, to waive these requirements for certain limited partners, which can have an adverse effect on a Fund’s ability to obtain such credit facility or terms thereof. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, the Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without Fund-level borrowing as these calculations generally depend on the amount and timing of capital contributions. Furthermore, the use of Fund-level borrowing for investment purposes is treated as either called capital or invested capital for purposes of calculating certain Funds’ Management Fee. Therefore, investors pay Management Fees on borrowed amounts used to fund an investment. To the extent a subscription facility is due upon demand by a lender, such a demand could be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater
defaults as a result of such liquidity constraints and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. The batching of capital calls has the potential to amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. Moreover, the existence of a subscription facility can impair an investor’s ability to transfer its interest in a Fund as a result of restrictions imposed on such transfers by the lender. The use of Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Fund and each such credit facility. Therefore, as the subscription credit facilities utilized by the Fund may have different terms, while the Funds may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Governing Documents, the investment return can, in certain circumstances, differ among the Funds as a result. Leverage Below a Fund. Although it presents many of the same risks as Fund-level borrowing, indebtedness of entities other than a Fund is typically not treated as Fund-level borrowing for purposes of the Funds’ Governing Documents, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of a Fund’s value are at risk. As a result, these borrowings are not typically subject to the same limitations on Fund-level borrowing as are set forth in the relevant Fund’s Governing Documents. Since Lightspeed has more flexibility to engage in these structures, and such borrowings are not subject to similar limitations, Lightspeed has an incentive to incur significant leverage at the level of special purpose vehicles or other entities beneath a Fund. The negative performance of one asset may materially and adversely affect the performance of other investments or a Fund as a whole. Furthermore, depending on the terms of the cross-collateralization and the performance of the underlying assets and subject to the terms of the Governing Documents, it is possible that a Fund may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings or credit support that are incurred on a crosscollateralized or joint basis with other Funds (if any), special purpose vehicles or other entities, but a Fund will not receive compensation for bearing such risks for other such Funds or special purpose vehicles or other entities. For example, subject to the terms of the Governing Documents, the Funds are authorized to incur indebtedness that is secured by any assets of such Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). In these situations, indebtedness is permitted to be incurred for any purpose relating to the activities of a Fund, including without limitation to: finance any investment-related activities of such Fund; increase the buying power of such Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for
Fund expenses or fund the payment of Management Fees; make, hold or dispose of investments; provide financing or refinancing; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Additionally, a Fund is expected to enter into letters of credit in support of one or more of its investments, including for the purpose of such Fund agreeing to fund additional equity financing or capital expenditures into a portfolio company at a certain time or upon the occurrence of a certain event. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments, special purpose vehicles and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. For example, any indebtedness obtained by any special purpose vehicle established by a Fund to hold a single, multiple or all investments (such as a lending facility collateralized or secured by a Fund’s holdings in some or all of its investments) generally would not be subject to the limits on borrowing or guarantees by such Fund in the Governing Documents. Additionally, letters of credit and/or other guarantees or forms of credit support are not subject to any limitation on indebtedness or any other limitation in the Governing Documents. Risks Relating to Warehoused Investments. In certain circumstances a Fund, in order to facilitate an investment in a portfolio company, commits to make an investment in the company with a view to warehousing or selling all or a portion of the investment to another Fund (including a co-investment fund or successor Fund), Co-Investors or other persons prior to or following the closing of the acquisition. A Fund may enter into such warehousing transaction prior to formation of a successor Fund or identifying Co-Investors or other persons to participate in the warehoused opportunity. In such events, the Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may be sold on unattractive terms, including for example, the risk that a portion of the investment will be syndicated at a reduced cost, at cost, or at a lower amount at a time when Lightspeed believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a Co-Investor). A Fund will also face the currency risks associated with the warehoused investment. As a consequence of a failure to raise funds for a co-investment vehicle, failed coinvestment syndication process or a co-investment syndication on unattractive terms, or to the extent that a future Fund is not formed or such future Fund or other person fails to raise adequate funds for the investment, the Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by another Fund, Co-Investors or third parties, (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fair-marketvalue for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. The risk of a sell down not being consummated will increase in the event an investment decreases in value during the warehousing period, and a Fund may be required to bear the losses in connection with any such investment. Because warehoused investments will generally be transferred at a price equal to cost, including fees and expenses (and in most cases an additional interest charge), adjusted for currency fluctuations, there can be no assurance that their value at the time of the transfer will be the same as the actual amounts paid to the Fund. Conversely,
in the event an investment increases in value during the warehousing period, a Fund may lose the benefit of any such increase with respect to the portion of such investment being warehoused and may be required to sell an investment that has appreciated in value when it otherwise would have elected to retain it. In addition, a Fund may borrow in order to fund the purchase of such investment, which entails additional risks as described further under Borrowing. Additionally, certain Funds are permitted to borrow using one Fund’s line of credit on behalf of another Fund. See above Borrowing. Bridge Financing. It can be expected that a Fund will make loans to a portfolio company where such company requires an infusion of cash for various reasons, including, but not limited to, capital expenditures. The Funds are permitted to lend to portfolio companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt. While any such short-term loan or bridge financing could be converted into a more permanent, long-term security, it is entirely possible, for reasons not always in a Fund’s control, that issuance of long-term securities or other refinancing or syndication will not occur, and such short-term loans or bridge financings will remain outstanding for long periods of time. Similarly, it is possible that expected sources of cash to repay loans will not become available. In such event, a Fund’s portfolio could become more concentrated than initially expected or otherwise provided for under the Fund’s investment limitations, and it is possible the interest rate on such loans will not adequately reflect the risk associated with the unsecured position taken by a Fund. Financial Institution Risk; Distress Events. An investment in a Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, Lightspeed, any General Partner, the Funds and/or any of the portfolio companies could be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets.
Any Distress Event could have a potentially adverse effect on the ability of Lightspeed to manage the Funds and their investments, and on the ability of Lightspeed, any Fund or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Fund is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Fund to access capital contributions or otherwise); the inability of the Fund to acquire or dispose of investments, including at prices that the relevant General Partner believes reflect the fair value of such investments; and/or the inability of Lightspeed or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that Lightspeed will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that Lightspeed will be able to exercise contractual remedies under agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Fund or suppliers, vendors, service providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that Lightspeed and/or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although Lightspeed seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, Lightspeed is under no obligation to use a minimum number of Financial Institutions with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Certain Limitations on Ability of Limited Partners to Transfer Interests in the Funds. The transferability of interests in the Funds will be restricted by the Governing Documents and by United States federal and state securities laws. In general, limited partners will not be able to sell or transfer their limited partnership interests to third parties without the consent of the relevant General Partner. An investment in a Fund is a long-term commitment, and it is anticipated that there will be a significant period of time before the Fund will have completed its investing in portfolio companies. The transfer of any interest generally includes a requirement (that the relevant General Partner can waive in its sole discretion) that each limited partner bear any expenses incurred by a Fund related to such transfer (whether or not such proposed transfer is consummated), including legal expenses. To the extent that a General Partner waives such requirements, the Fund will generally bear such expenses.
Limited Portfolio Diversification. As is typical of venture capital firms, the portfolio holdings of the Funds will not be broadly diversified. Lack of diversification can expose a Fund to losses disproportionate to market declines in general if there were disproportionately greater adverse price movements in the markets relating to particular portfolio investments held by the Fund. To the extent a Fund invests a relatively high percentage of its assets in a limited number of portfolio companies, industries or sectors, the Fund will be more susceptible than a more widely diversified investment partnership to the negative consequences of a single corporate, economic, political or regulatory event. A downturn of the economy or in the business of any one company could impact the aggregate returns delivered to limited partners by the Funds. Follow-On Investments. Lightspeed or a Fund is frequently offered the opportunity to participate in a subsequent funding round of an existing portfolio investment of the Fund. There can be no assurance that the Funds will make follow-on investments, or that the Funds will have sufficient reserves to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments can have a substantial negative impact on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made), result in a lost opportunity for such Fund to increase its participation in a successful operation or the dilution of the Fund’s ownership in a portfolio company if a third party or a Co-Investor is permitted to invest. Pursuant to the Governing Documents, Lightspeed is permitted to cause a Fund to transfer to a Fund or special purpose vehicle any followon or preemptive rights that the Fund has obtained in connection with any investment in a portfolio company. The limited partners acknowledge that as a result of such transfer, a Fund’s investment in a portfolio company can be diluted. Prospective investors should presume that the Funds will not be compensated for the transfer of any such rights. In particular, although it is common practice in the venture capital and private equity industries for an investor to be protected from the punitive provisions of a “pay-to-play” round if an affiliate of the investor satisfies such investor’s deemed investment obligation in respect of the funding round, other Funds will be under no obligation to protect a Fund’s existing investments from the negative impacts of any “pay-to-play” or similar provisions. Investments in other Funds and Scout Funds. As part of certain Funds’ investment strategy, such Funds are permitted to make investments in funds managed by other fund managers, including funds managed by the Entrepreneurs and investments in vehicles established as part of Lightspeed’s scout program. The returns achieved by a Fund through an investment in such funds or investment vehicles will depend in large part on the efforts and performance results obtained by the managers of such investment funds or the scouts. As a result, the returns of a Fund achieved through its investments in such investment funds will primarily depend on the performance of unrelated investment managers and other management personnel, including as related to the liquidation or exit of or with respect to investments. In addition, such underlying funds will charge administrative, organizational and other fund expenses (including, potentially, carried interest and management fees). Such expenses will be in addition to
the amounts charged by the applicable Fund to its limited partners, and this will result in greater expense than if limited partners invested directly in such other investment funds. Fees and expenses of such Fund and the investment funds in which the Fund invests generally will be paid regardless of whether the Fund or such investment funds produce positive investment returns, which will negatively affect returns achieved through these investments. In addition, in certain cases, a Fund, its General Partner, affiliates of the General Partner or former personnel of Lightspeed will participate in the control or operations of a fund into which the Fund invests. For example, the Funds are permitted to invest in vehicles managed by Venture Partners and Operating Partners that are not otherwise subject to the oversight or managerial discretion of the Firm. In any such case, such participation can trigger restrictions or other burdens upon the Fund’s own investment activities due to applicable law, confidentiality obligations, conflicts of interest or other reasons. Receipt of Confidential and/or Material Non-Public Information. As part of its investment advisory activities, Lightspeed expects on occasion to come into possession of material non-public information relating to an issuer that it will be prohibited from using for the benefit of a Fund. In such circumstances, Lightspeed could be restricted in its ability to buy and sell the public securities of such issuer, or another issuer, on behalf of a Fund. This can occur, for example, if Lightspeed is contemplating a transaction on behalf of a Fund, and, as part of that process, obtains material non-public information of an issuer or is required to sign a non-disclosure agreement, even where such Fund will not participate in such transaction and even if the Fund is not made ultimately aware of any material nonpublic information. Lightspeed can also obtain such material non-public information as a result of its participation in the management of portfolio companies and/or participation with creditors’ committees in bankruptcy proceedings on behalf of a Fund. If a Fund has an existing holding that is affected by the obtained material non-public information or the non-disclosure agreement, Lightspeed may not be able to sell or otherwise dispose of that position for a period of time and the Fund could experience a loss in value, including a total loss, of the position during this period. Furthermore, to the extent not restricted by confidentiality requirements or applicable law, Lightspeed is permitted to apply experience and information gained in providing services to portfolio companies and other investments (which experience and information will likely be incurred at the cost of the Funds) to provide services to competing or other portfolio companies and investments of the Funds, which can have adverse consequences for the Funds. This conflict is mitigated insofar as the Funds are similarly likely to benefit from the experience and information gained in connection with other Funds’ provision of services to their portfolio companies. Systems and Operational Risks. The Funds depend on Lightspeed and its other service providers to develop appropriate systems and procedures to control operational risk. Operational risk arising from mistakes made in the confirmation or settlement of transactions, identity theft resulting in wiring funds to unauthorized third-parties, from transactions not being properly booked, evaluated or accounted for or other similar disruptions in a Fund’s operations could cause the Fund to suffer financial loss, the disruption of its business, liability to clients or third parties, regulatory intervention or reputational
damage. The Funds’ business is highly dependent on their ability to process transactions across numerous and diverse markets. Consequently, the Funds rely heavily on their service providers that provide financial, accounting and other data processing systems. Use of Data. It is possible that Lightspeed will collect and use data from portfolio companies to inform and/or benefit Lightspeed, the Funds and future investments, without compensation to a specific Fund or the portfolio company from which the data is gathered. Such data is expected to better allow Lightspeed to identify investment opportunities for other Funds, develop investment strategies and identify opportunities for operational improvements or enhancement across portfolio companies and not limited to portfolio companies associated with such Fund. Lightspeed is under no obligation to share any such opportunity, strategy, improvement or enhancement with all Funds or any portfolio company. Cybersecurity Breaches. The information and technology systems of Lightspeed, the Funds, the General Partners, the portfolio companies and their respective service providers may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although Lightspeed has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, Lightspeed, the Funds, the General Partners, the portfolio companies and/or a service provider could have to make a significant investment to fix or replace such systems. The failure of these systems for any reason could cause significant interruptions in operations and result in a failure to maintain the security, integrity, availability, confidentiality or privacy of sensitive data, including personal information relating to limited partners. The use of internet or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Such a failure could harm the reputation of Lightspeed, the Funds, the portfolio companies and their respective service providers, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. Service providers of the Firm, the Funds and/or their respective affiliates are subject to the same electronic information security threats as Lightspeed, the Funds and/or their respective affiliates. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of a Fund and personally identifiable information of the limited partners may be lost or improperly accessed, used or disclosed. In such event, and despite Lightspeed’s best efforts to oversee such service providers, it is possible a service provider with access to sensitive limited partner information will fail to comply with Regulation S-P’s 72-hour notification provision, thereby causing risk to Lightspeed. In such circumstances, despite Lightspeed’s due diligence and monitoring of service providers, it is possible that Lightspeed will not be notified of an applicable breach and therefore will fail to notify affected limited partners of a breach of sensitive customer information.
Limited Access to Information. Limited partners’ rights to information regarding the Funds, the General Partners or Lightspeed generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that Lightspeed and its affiliates will obtain certain types of material information from or relating to the Funds’ investments that will not be disclosed to limited partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of Lightspeed’s control. Decisions by Lightspeed or its affiliates to withhold information can have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in a Fund could have difficulty in determining an appropriate price for such interest. Decisions to withhold information could also make it difficult for a limited partner to monitor Lightspeed and its performance. Additionally, it is anticipated that limited partners that designate representatives to participate on a fund advisory committee generally will, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not a Fund succeeds in asserting confidentiality for requested documents and other materials, and Lightspeed reserves the right to withhold certain information from limited partners subject to such laws for reasons relating to Lightspeed’s public reputation, business strategy or other reasons. Enhanced Scrutiny and Regulations of the Private Funds and Financial Services Industries. The growth of the private funds industry, and the increasing size and reach of transactions, as well as the increased attention to private funds, has prompted governmental and public attention to the private funds industry and its practices. The SEC has proposed, and is expected to continue to propose, rules that will impact the business of Lightspeed and the Funds. Such current and future rulemaking is expected to impact Lightspeed and its affiliates, the Funds and/or their investments and the Funds have the potential to bear significant increased costs as a result of such rules. In addition, as alternative asset managers have become influential participants in the U.S. and global financial markets and economy generally, the private funds industry has been subject to criticism by some politicians, regulators and market commentators. In certain European countries, private equity firms are perceived by some as having been responsible for a number of high-profile bankruptcies as well as high levels of domestic unemployment. There have been similar concerns expressed in other countries. Various federal, state and local agencies have examined the role of placement agents, finders and other similar private funds service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. Furthermore, elements of organized labor and other representatives of labor unions have targeted private equity firms on a variety of matters of interest to organized labor, including with respect to affording favorable treatment or significant deference to organized labor and labor unions in dealings with portfolio companies. There can be no assurance that the foregoing will not have an adverse impact on the Funds, the General Partners, or Lightspeed, or otherwise impede a Fund’s activities.
In addition to legislation described above, certain jurisdictions have proposed modernizing financial regulations that call for, among other things, increased regulation of and disclosure with respect to, and possibly registration of, hedge funds and private equity funds. There is a risk that regulatory agencies in the United States, Europe or elsewhere could continue to adopt burdensome laws (including tax laws) or regulations, or could implement changes in law or regulation, or could pursue interpretation or the enforcement thereof, which are specifically targeted at the private funds industry. Change of Law Risk. In addition to the risks regarding regulatory approvals, government counterparties or agencies have the discretion to implement, change or increase regulation of a portfolio company’s operations, or implement laws or regulations affecting the portfolio company’s operations, separate from any contractual rights a portfolio company can have. A portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations, including, for example, the possible imposition or increase of taxes on income earned by or from a portfolio company or gains recognized by a Fund on its investment in such portfolio company, which could impact a portfolio company’s business. Prospective investors should also note that the outcome of elections over the past few years have created and can continue to create uncertainty with respect to legal, tax and regulatory regimes in which the Funds, the Firm and its affiliates, will operate. Any significant changes in, among other areas, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs could have a material adverse impact on the Funds and their portfolio investments. Risks Relating to Due Diligence of Portfolio Companies. Before making portfolio investments, Lightspeed will typically conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each portfolio investment. Due diligence can entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues as applicable. Outside consultants, legal advisors, accountants, investment banks and other third parties are typically involved in the due diligence process to varying degrees depending on the type of portfolio investment. Such involvement of third-party advisors or consultants can present a number of risks primarily relating to Lightspeed’s reduced control of the functions that are outsourced. In addition, if Lightspeed is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding a portfolio investment, Lightspeed will rely on the resources available to it, including information provided by the target of the portfolio investment and, in some circumstances, third-party investigations. The due diligence investigation that Lightspeed carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that are necessary or helpful in evaluating such investment opportunity. In certain circumstances, particularly associated with seed and early-stage investments, there is often limited diligence available compared to growth investments due to lack of historical operations, financials, product development and market testing. In these
situations, investment decisions rely more on rigorous assessment of founders, management and business thesis. Moreover, regardless of the diligence conducted, such an investigation will not necessarily result in the portfolio investment being successful. There can be no assurance that attempts to provide downside protection with respect to portfolio investments will achieve their desired effect and prospective limited partners should regard an investment in the Funds as being speculative and having a high degree of risk. Expedited Investment Decisions; Opportunistic Investments. While the Funds will generally not seek to make an investment until Lightspeed has conducted thorough business due diligence to make a determination as to the acceptability of the quality of the investment and the underlying portfolio company, in some cases, the information available to Lightspeed at the time of making an investment decision will be limited, and the Firm will in its sole discretion make the determination to invest without having access to the detailed information necessary for a full evaluation of the investment opportunity, including where Lightspeed believes that such level of due diligence is either not possible or not practicable given the circumstances of the proposed portfolio investment (such as where the window of opportunity is short and/or the demand by other investors is high). In such circumstances, there could be a shorter due diligence process, a smaller deal team and/or a more informal investment committee process. In addition, Lightspeed often relies upon independent consultants or attorneys in connection with their evaluation of proposed investments and can consider or rely upon the diligence of prospective co-investors or strategic partners. There can be no assurance that these consultants, advisers, prospective co-investors or strategic partners will accurately evaluate such investments and such involvement of third-party consultants, advisers, prospective co-investors or strategic partners can present a number of risks primarily relating to Lightspeed’s reduced control of the functions that are outsourced. Limitations on the ability to conduct diligence of an investment opportunity could ultimately adversely affect the outcome of the investment, as has occurred in the past. As a result of any or all of these circumstances, it is possible the due diligence investigation that Lightspeed carries out with respect to any such investment opportunity will not reveal or highlight all material risks associated with such investment opportunity, which could have otherwise been discovered with a more thorough process, especially when there is a compressed diligence timeframe and/or heightened competition for an investment, where there is limited publicly available information with respect to a particular company or its executives, where because of the size or other aspects of an investment limited information is made available to a Fund by the prospective portfolio company, or in circumstances where all or a portion of such due diligence is conducted remotely. Financial and Other Fraud. Instances of fraud and other deceptive practices committed by senior management or owners of portfolio companies in which a Fund invests will undermine Lightspeed’s due diligence efforts with respect to such companies and, if such fraud is discovered, negatively affect the valuation of the Fund’s portfolio investments. There can be no assurance that the Funds will be able to detect or prevent irregular accounting, employee or member misconduct or other fraudulent practices during the due diligence phase or during their efforts to monitor the portfolio investment on an ongoing basis. An additional concern is the possibility of material misrepresentation or omission on the part of the applicable portfolio company or the seller. When discovered, financial fraud could
contribute to overall market volatility that can negatively impact a Fund’s investment program. The Funds will rely upon the accuracy and completeness of representations made by portfolio companies and/or their former owners in the due diligence process to the extent reasonable when it makes its portfolio investments but cannot guarantee such accuracy or completeness. In the event of fraud by any portfolio company in which a Fund invests, the Fund could, as has occurred in the past, suffer a partial or total loss of capital invested in such portfolio company, and limited partners must be prepared to bear such capital losses. Investments in Healthcare Companies. Companies in the healthcare sector face rapidly changing market conditions, increasing cost pressures and price competition and intense competition for development of new products and services. Further, as healthcare costs have risen significantly over the past decade, numerous initiatives and reforms have been initiated by legislators, regulators and third-party payors to streamline these costs and this has resulted in greater pricing and other competitive pressures. Market demand, government regulation, third-party reimbursement policies, consumer behavior and societal pressures will continue to reshape the landscape of the healthcare sector and could exert downward pressure on prices and the business operations of many companies in the healthcare sector. In the event that the healthcare industry as a whole declines, returns to limited partners are likely to decrease. In addition, the healthcare industry is highly regulated by federal, state and local law and regulations and by foreign laws and regulations in non-U.S. jurisdictions. These laws and regulations include, among other things, those governing licensing and certification requirements, facility inspections, reimbursement policies under federal and state medical assistance programs, medical waste disposal, dispensing of controlled substances and workplace health and safety. Changes in laws or new interpretations of existing laws could have a significant impact on the methods and costs of doing business in the healthcare sector. Risks Associated with Investments in Defense and Related Industries. The aerospace, defense, maritime and engineering industries and other specialized service or manufacturing industries currently are subject to regulations of, and could become subject to additional regulation by, one or more U.S. federal agencies and by various agencies of the states, localities and counties in which they operate. New and existing regulations, changing regulatory schemes and the burdens of regulatory compliance all could have a material negative impact on the performance of portfolio companies, increase costs and otherwise alter the way the portfolio companies conduct their business, any of which would have an adverse effect on the performance of the Funds. On the other hand, if the regulations in these industries are loosened, this would remove one of the barriers to entry and could result in the Funds’ portfolio companies losing market share. In addition, each of these sectors and the various products they produce is dependent on whether the U.S. government views them as a “priority” with respect to its federal budget allocation or otherwise. If the U.S. government chooses to prioritize other industries, products or programs over those in which the Funds have an interest, this can have a material negative impact on the performance of the Funds’ portfolio companies.
Non-U.S. Investments. The Funds invest in companies domiciled outside of the United States. Investments in non-U.S. securities involve certain risks not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Funds’ nonU.S. investments are denominated, and costs associated with the conversion of investment principal and income from one currency into another; (ii) differences between U.S. and non-U.S. securities markets, including potential price volatility in, and relative illiquidity of, some non-U.S. securities markets; (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation in some countries; (iv) certain economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of confiscatory taxation or expropriation; (v) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities; and (vi) less developed corporate laws regarding, among other things, fiduciary duties and the protection of investors. To the extent a Fund invests in companies domiciled outside of the United States, the General Partner of such Fund and Lightspeed will analyze risks in applicable countries before making such investments, but no assurance can be given that a political or economic climate, or that particular legal or regulatory risks might not adversely affect an investment by such Fund. In addition, if a Fund were to invest in companies domiciled outside of the United States, the scope and nature of such Fund’s due diligence activities in connection with such investments in certain countries will be more limited than due diligence reviews conducted in more developed economies because reliable information is often unavailable or prohibitively costly to obtain. The lower standards of due diligence and financial controls in investments in certain countries increase the likelihood of material losses on such investments. Furthermore, a Fund might not be in a position to take legal or management control of its investments in certain countries. It may not have legal recourse in the event of a dispute, and remedies might have to be pursued in the courts of the country in question where it could be difficult to obtain and enforce a judgment. Furthermore, certain non-U.S. countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and could continue to have very negative effects on the economies and securities markets (both public and private) of certain countries in which investment opportunities exist. If a Fund were to invest in companies domiciled outside of the United States, there could be no assurance that high rates of inflation outside of the United States would not have a material adverse effect on such Fund’s investments. Conflicts of Interest The material conflicts of interest that a Fund encounters include those discussed below and elsewhere in this Brochure. The following summary is not intended to be an exhaustive list of all conflicts or their potential consequences. Identifying potential conflicts of interest is complex and fact intensive and it is not possible to foresee every conflict of interest that will arise during a Fund’s life. Limited partners should be aware that Lightspeed, its personnel and its affiliates will in the future engage in activities that could result in conflicts of interest not addressed below. In particular, Lightspeed
expects in the future to identify conflicts of interest that currently are not apparent to the Firm or to the broader alternative investments industry, as well as conflicts of interest that arise or increase in materiality as the Firm develops new investment platforms or business lines and otherwise adapts to dynamic markets and an evolving regulatory environment. There can be no assurance that Lightspeed will identify or resolve all conflicts of interest and, if resolved, that such conflicts will be resolved in a manner that is favorable to the Funds. In general, investments in Lightspeed Funds will be subject to various potential and actual conflicts of interest. For example: (i) Lightspeed employees, members, Venture Partners and Operating Partners, Related Persons or Related Persons Representatives are permitted to receive and have received directors fees or similar compensation from portfolio companies of the Funds; (ii) Lightspeed employees, members, Venture Partners and Operating Partners, Related Persons or Related Persons Representatives are permitted in certain circumstances to make and have made venture capital or private equity investments separate and apart from, or alongside, Funds, including in competitors of Funds’ portfolio companies or funds managed by competitors of Lightspeed; (iii) Lightspeed employees, members, Venture Partners and Operating Partners, Related Persons or Related Persons Representatives will be permitted to manage or provide services to more than one Lightspeed Fund and similar Lightspeed vehicles (including vehicles that invest alongside Funds), which compete with other Funds for investment opportunities, management time and attention, or otherwise; (iv) the Funds are expected to invest in portfolio companies in which Lightspeed employees, members, Venture Partners and Operating Partners, Related Persons, Related Persons Representatives and/or other Funds subsequently or simultaneously acquire an interest or have a pre-existing investment (either directly through a Fund or indirectly through other unaffiliated investment advisers), and (v) subject to presentment obligations, Governing Document provisions and fiduciary duties to the Funds that include conflict mitigation strategies, Lightspeed employees, members, Venture Partners and Operating Partners, Related Persons and Related Persons Representatives are permitted to own, operate, manage or provide services to other unaffiliated investment advisers that compete with the Funds for investment opportunities, management time and attention, or otherwise. In particular, certain Lightspeed employees manage or are otherwise affiliated with third-party, unaffiliated investment advisers of funds with investment strategies similar to those of the Funds, where such role generally predated the individual’s employment with Lightspeed, and certain Venture Partners and members also manage or provide advisory services to third-party, unaffiliated investment advisers of funds with investment strategies similar to those of the Funds that are still deploying capital in competing investments. Such employees’, members’ and Venture Partners’ management of such advisers and funds could incentivize them to take views or positions on current or prospective Lightspeed portfolio companies that are contrary to those of Lightspeed, which can negatively impact certain of the Funds’ portfolio investments because, for example, the funds advised by such other investment advisers could, in certain circumstances, compete with certain Lightspeed Funds for investment opportunities. In any transaction involving both a Lightspeed Fund and such other adviser, a Lightspeed Fund’s rights could be different from those of the other adviser and/or the other adviser could be entitled to different or additional fees not otherwise offered to a Lightspeed Fund. In addition, the other adviser and a Lightspeed Fund could exit the investment at different values or
at different times. In addition, the other adviser could hold interests in portfolio companies that provide services to the Lightspeed Funds or Lightspeed Fund portfolio companies, or obtain services from portfolio companies of the Lightspeed Funds, and such services will not necessarily be on an arm’s length basis. Although conflict mitigation strategies will be put into place with respect to particular circumstances as determined by Lightspeed, there can be no assurance that such conflicts of interest arising out of such activities will be resolved in favor of Lightspeed or a Lightspeed Fund. Interests held in portfolio companies by more than one Lightspeed Fund could substantially differ due to differences in liquidation preference, voting rights or other investment terms. This could result in one or more Funds having investment interests that directly conflict with the interests of other Funds. Moreover, Lightspeed could enter into (and has entered into) agreements that effectively preclude one or more Funds from taking advantage of certain investment acquisition or disposition opportunities or otherwise adversely impact one or more Funds. Except to the limited extent specifically provided in relevant Governing Documents, Funds do not have any obligation to alter their own investment activities to protect or promote the interests of other Funds. Allocation of Investment Opportunities among Lightspeed Funds. Prospective limited partners should expect that, where appropriate, investment opportunities that are made available to Lightspeed and its affiliates will be presented to more than one Fund, including Lightspeed funds that are formed in the future (including those established for the purpose of participating in a “continuation transaction”). Lightspeed (or an affiliate) has, and subject to any limitations in the Governing Documents, reserves the right in the future to create, successor funds, special purpose investment vehicles, co-investment funds, SPVs (as defined in the Governing Documents), “spillover” or “excess opportunity” funds, annex funds, continuation funds and other types of funds, any of which are expected to have investment strategies that overlap with the investment strategy of the Funds, compete with the Funds for investment opportunities, co-invest with the Funds, or otherwise give rise to conflicts of interest. Similarly, Lightspeed Faction and Lightspeed India Partners (each defined below) currently have created, and may in the future create, Funds with investment strategies that overlap with certain of the Funds’ investment strategy and that could compete with those Funds for investment opportunities. Lightspeed Faction and Lightspeed India Partners are distinct investment firms, independently managed and have no obligation to offer investment opportunities to the Funds. There can be no assurance that any such conflicts will be resolved to the advantage of all Funds, and all or any portion of any investment opportunity that would otherwise be made available to one Fund could instead be allocated to other Funds. In general, the appropriate allocation of investment opportunities among the Funds, which is expected to give rise to conflicts of interest, will be determined in Lightspeed’s good faith discretion. Factors that Lightspeed may take into consideration in making an investment allocation decision may include (i) the sourcing of the transaction; (ii) the nature of the investment focus of each Fund; (iii) the equity size of an investment and valuation; (iv) in the event of a follow-on investment, the Fund that previously made the anchor investment (and relatedly, concentrated exposure in that prior Fund for purposes of maximizing impact relative to each Fund’s total portfolio construction); (v) each Fund’s liquidity and reserves (including whether a Fund is able to commit to invest all capital required to
consummate a particular investment opportunity); (vi) the relative amounts of capital available for investment; (vii) the minimum and maximum investment size requirements; (viii) the future capital requirements of the opportunity; (ix) lender covenants and other limitations; (x) any “ramp-up” period of a newly established Fund; (xi) the diversification, composition and investment concentration parameters of a Fund’s portfolio (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics); (xii) the scope of a Fund’s investment mandate including whether mandates are identified as primary or secondary and whether the mandate is limited or otherwise restricted to specific types of investments/assets; (xiii) the seniority of an investment within the target portfolio company’s capital structure and other capital structuring criteria; (xiv) risk considerations; (xv) whether the investment opportunity would create a conflict of interest with respect to a Fund, Lightspeed or its affiliates; (xvi) each Fund’s targeted rate of return; (xvii) stage of development of the prospective portfolio company or other investment and anticipated holding period of the portfolio company; (xviii) expected timing necessary to execute an investment; the amount and use of leverage, if any, in the proposed capital structure; (xix) the availability of other suitable investments for each Fund; (xx) supply or demand of an investment opportunity at a given price level; (xxi) the centrality of an investment to a Fund’s strategy; (xxii) asset class restrictions; (xxiii) industry and other allocation targets; (xxiv) whether an investment opportunity requires additional consents or authorizations from the Fund, investors or third parties; (xxv) whether an investment opportunity would enable a Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Funds including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions; (xxvi) cash flow considerations; (xxvii) limited partners and other third parties; (xxviii) any requirements contained in the Governing Documents of such Funds; (xxix) legal, tax and regulatory considerations; and (xxx) any other considerations deemed relevant by Lightspeed in good faith. Lightspeed makes an allocation determination based solely on its expectations at the time such investment is made and there can be no assurance that an investment will prove to have been more suitable for another Fund in hindsight. In some cases, Lightspeed’s observation and application of the foregoing factors may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. Additionally, Lightspeed and its affiliates can give advice to (and recommend investments for) some Funds that differ from advice given to or investments recommended for or made by other Funds. Lightspeed will make separate investment decisions with respect to all Funds, and actions taken by one Fund could have an adverse effect on another Fund. From time to time, certain investment opportunities involve interests in portfolio companies of one or more Funds that are part of a restructuring or similar transaction. In such instances, investors in the Funds involved in such a transaction are typically given priority rights to roll over their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed “continuation fund”). As a result, other Funds may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Fund’s investment objectives or strategy.
Even if a Fund invests alongside another Fund, conflicts of interest are expected to still arise. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Funds will not be the same. Additionally, the Funds may weigh factors (such as price or timing) differently when considering a disposition due to the unique circumstances of such fund, including different expected termination dates and/or investment objectives (including target return profiles). Further, such investments by more than one Fund in a single portfolio company raise the risk of using assets of one Fund to support positions taken by another Fund. From time to time, Lightspeed will consider an investment opportunity for one Fund and then subsequently determine to have another Fund make the investment. In addition, a Fund will make an investment and Lightspeed will subsequently determine to allocate interests in such investment to another Fund. Lightspeed will from time to time, reallocate a Fund’s interests in an investment to other Funds advised by Lightspeed, some of which will be owned by affiliates of Lightspeed and a Fund’s general partner or equivalent entities, consistent with the allocation practices of Lightspeed. Conflicts of interest may arise in connection with such reallocation. For example, the Fund to which the investment is reallocated will benefit from the initial evaluation, investigation and due diligence undertaken by Lightspeed on behalf of the original Fund that made the initial investment. In certain cases, such reallocation determination can occur after a significant period of time has passed and the Fund that initially made the investment (or was originally allocated the investment) has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. The Fund that the investment is reallocated to will not necessarily reimburse the original Fund for all expenses allocated to it, and the Fund will not pay interest on any such amounts reimbursed to the original Fund. There can be no assurance that the amounts reimbursed to the original Fund will be commensurate with the benefit received by the Fund to which the investment is allocated. Moreover, Lightspeed generally has the discretion over whether a later-investing Fund pays interest or other carrying charge to the original-investing Fund, and in such post-closing reallocation situations, the later-investing Fund will generally not pay interest or a carrying charge on the investment to the original Fund, subject to the terms of Governing Documents of a Fund. Lightspeed and its affiliates have discretion to allocate an investment away from a Fund and into another Fund, which poses conflicts of interest. While the valuation of such an investment will be done in accordance with the Governing Documents and Lightspeed’s policies and procedures, Lightspeed and its affiliates will also have discretion in interpreting such Governing Documents and policies and procedures with respect to the pricing of such investment, and as a result face conflicts of interest in exercising such discretion. For disclosure pertaining to warehoused investments and related practices and conflicts, see Risks Relating to Warehoused Investments and Conflicts Relating to Warehoused Investments. Allocation of Investment Opportunities to Co-Investors. In addition, there will likely be circumstances where an amount that would have otherwise been invested by a Fund is instead offered to Co-Investors (e.g., due to a determination by Lightspeed that allocating such portion to Co-Investors is in such Fund’s best interests, for instance in order to increase diversification), which can include, without limitation, Venture Partners, Operating Partners, third parties or, subject to any applicable limitations in the
Governing Documents, members or affiliates of the General Partner or other personnel of Lightspeed. The allocation of co-investment opportunities will in some cases involve a benefit to Lightspeed including, without limitation, fees or Carried Interest from the co-investment opportunity, capital commitments to such Fund and/or capital commitments to other Funds. Subject to any limitations in the Governing Documents, Lightspeed reserves the right to allocate co-investment opportunities to other Funds where Lightspeed maintains discretionary authority over such Funds’ investment activities, including to dedicated co-investment vehicles or other committed sources of capital, or to other third parties (including Lightspeed personnel, including those who participate in allocation determinations), in priority to other persons. When making allocation determinations of co-investment opportunities (including with respect to side-by-side co-investments), Lightspeed is permitted to take into account the following factors, subject to the Governing Documents, side letters and Lightspeed’s allocation policy: expressed interest in co-investment opportunities; experience of the prospective co-investor in the geographic location, market or industry to which the investment opportunity relates; perceived ability to quickly execute on transactions; tax, regulatory, securities laws and/or other legal considerations (e.g., qualified purchaser or qualified institutional buyer status); confidentiality concerns that arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity; perceived ease of process in coordinating or completing the investment with the prospective co-investor or Co-Investors similar thereto; Lightspeed’s perception of whether the investment opportunity will subject the prospective co-investor to legal, regulatory, reporting or other burdens that make it less likely that the prospective co-investor would act upon the investment opportunity if offered or would impair Lightspeed’s ability to execute the relevant transaction in the desired time or on desired terms; size of the investment allocation and practicality of dividing it up among multiple Co-Investors; lender requirements; perceived public relations and reputational benefits or costs; existence of a formal or informal strategic relationship with the prospective coinvestor; the size and/or timing of a commitment to a Fund; whether Lightspeed believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant portfolio company, other portfolio companies, the Funds or Lightspeed; personal relationships between a prospective co-investor and Lightspeed, its affiliates and their personnel, as well as tangible and intangible benefits derived from such personal relationships; and any other considerations deemed relevant by Lightspeed in good faith. Although Lightspeed reserves the right to consider a prospective co-investor’s willingness to invest in future Lightspeed funds, such willingness generally will not be the sole determining factor considered by Lightspeed in identifying Co-Investors. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and Lightspeed expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund because (i) co-invest opportunities generally appeal to the limited partners and third parties, (ii) to the extent co-investments are not subject to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such Co-Investors
in a manner not subject to the “most favored nation” provisions of the Governing Documents and (iii) Co-Investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of the Governing Documents. Relationship with Lightspeed India Partners. Lightspeed India Partners, which is comprised of several entities (together d/b/a “Lightspeed India Partners” or “LSIP”), is a separate investment adviser that makes its own investment decisions. Certain LSIP entities are currently Participating Affiliates of Lightspeed (as that term is used in relief granted by the staff of the U.S. Securities and Exchange Commission allowing U.S. registered investment advisers to use investment advisory and trading resources of unregistered advisory affiliates subject to the regulatory supervision of the registered investment adviser). Certain LSIP employees who provide services to the Lightspeed Funds are considered under the Participating Affiliate Agreement to be “associated persons” of Lightspeed as that term is used under the Advisers Act for purposes of Lightspeed’s required supervision. LSIP has agreed to submit to the jurisdiction of the U.S. Securities and Exchange Commission and to the jurisdiction of the U.S. courts for actions arising under the U.S. securities laws in connection with the investment advisory services they provide for Lightspeed Funds. The relationship between LSIP and Lightspeed, as well as LSIP’s regulatory status under the U.S. securities laws is subject to change. In addition, Lightspeed and LSIP have entered into certain agreements, which include the payment of fees and sharing in Carried Interest between the firms, as well as making capital commitments to the others’ respective funds. Furthermore, Lightspeed employees, members, Venture Partners, Operating Partners and other affiliates of Lightspeed can make separate investments as limited partners, or through Lightspeed carry vehicles in LSIP funds. Each of LSIP and Lightspeed is a separate firm, however, as a result of LSIP using the Lightspeed brand, any action taken by LSIP that has a negative reputational impact could adversely affect Lightspeed and the Funds. LSIP sponsors funds that, in certain circumstances, overlap with other Funds’ strategy. LSIP could, in light of its relationship or as a result of other agreements with Lightspeed, share or previously shared information related to potential investment and/or co-investment opportunities with Lightspeed, and vice versa. However, such opportunities can benefit or have benefited some Funds and not others. It is possible that LSIP will be given priority over opportunities sourced by Lightspeed employees, members, Venture Partners, Operating Partners and affiliates in India that otherwise are suitable for a Fund, and Lightspeed could pursue investments to be made exclusively by the Funds even where the investment was sourced by LSIP in accordance with Lightspeed’s Allocation Policy. There is no guarantee that these arrangements will not cause an adverse impact on the Funds that would not have occurred in the absence of such arrangements. Prior Relationship with Luminous Ventures (formerly Lightspeed China Partners). In Q4 2025, Lightspeed’s brand licensing agreement with Luminous Ventures, formerly known as Lightspeed China Partners (“LCP”), was discontinued. As a result, LCP ceased use of the Lightspeed brand and began operating as Luminous Ventures in Q4 2025. LCP had been a separately owned, structurally independent firm
from its inception in 2011. Lightspeed does not share information related to potential investments and/or co-investment opportunities with Luminous Ventures, or vice versa. Relationship with Lightspeed Faction. “Lightspeed Faction” or “Faction” is a registered investment adviser, which makes its own investment decisions and does not share any investment operations or personnel with Lightspeed. However, Lightspeed holds an ownership interest in Lightspeed Faction, which is focused on investing in cryptocurrency and other Digital Assets. Lightspeed has a collaborative relationship with Lightspeed Faction and there is sharing of information between the firms with regards to the Digital Assets market and potential investment opportunities related thereto. In addition, Lightspeed provides certain financial and operational support to Lightspeed Faction. Employees, members, Venture Partners, Operating Partners and other affiliates of Lightspeed are permitted to make separate investments as limited partners in Lightspeed Faction funds or share in a portion of the carried interest with respect to such funds. The existence of Lightspeed Faction results in certain investment opportunities that would otherwise be taken by the Funds to be taken by Lightspeed Faction. Furthermore, as a result of Lightspeed Faction licensing the Lightspeed brand, any action taken by Lightspeed Faction that has a negative reputational impact could adversely affect Lightspeed and the Funds. Investments at Different Levels of a Portfolio Company’s Capital Structure. Investment opportunities are from time to time appropriate for more than one Fund at the same, different or overlapping levels of a portfolio company’s capital structure. Conflicts arise in determining the terms of investments, particularly where these clients may invest in different types of securities in a single portfolio company. Questions arise as to whether payment obligations, covenants and claims should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims or bring litigation against a portfolio company, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and Lightspeed may be incentivized to choose a course of action that benefits one Fund to the detriment of another Fund. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a debt-holding Fund versus an equity-holding Fund. These conflicts also present themselves with respect to investment activity of Lightspeed personnel, who at times will invest in different or overlapping levels of a portfolio company's capital structure. Valuations. Under many circumstances, there will be direct conflicts of interest between a Fund General Partner and the limited partners with regard to the valuation of securities, especially to the extent that the valuation of securities impacts amounts to be received by a General Partner in respect of its Carried Interest in a Fund. In general, higher valuations of securities will tend to enhance the value of a General Partner’s Carried Interest and can accelerate its right to receive distributions in respect thereof. But in general, such distributions to the General Partner are made after an exit in an investment and based on realized, not unrealized, proceeds.
Co-Investment by Lightspeed Persons, Operating Partners and Venture Partners. The founding partners of Lightspeed and certain other senior members of the global Lightspeed organization (each, a “Lightspeed Person”) will have a right to participate in investments made by the Funds. Each such Lightspeed Person will generally have the right to determine in its discretion whether or not to participate in any particular investment. The aggregate amount allocated to Lightspeed Persons shall not exceed an amount as specified in the Governing Documents, unless such Fund has been allocated its full desired amount of the investment, as determined by the General Partner. While it is expected that such Lightspeed Persons will generally participate in co-investments on comparable economic terms and at the same time as the Funds, they will hold their interests in investments independently from those held by the Funds and thus could exit such investments at different times and on different terms than the Funds; provided, that in the case of privately-held investments, such Lightspeed Persons may not exit prior to a Fund, and in the case of publicly-held investments, securities held by such Lightspeed Persons shall be subject to the same lock-ups and other restrictions as those held by a Fund. As a result, such Lightspeed Persons can, at times, have economic incentives that are different from those of the Funds and as a result take actions that are directly adverse to a Fund’s interest in such investment. Such Lightspeed Persons will be granted the right to tag-along in the disposition of any investment held by a Fund, which could reduce the amount of the investment disposed of by the Fund in connection with such transaction. In addition, Lightspeed reserves the right to offer one or more Venture Partners, Operating Partners or individuals in a similar role that consult, or otherwise have a strategic relationship with Lightspeed, the opportunity to participate in any investment in a portfolio company alongside a Fund. A Venture Partner’s or Operating Partner’s participation in an investment will be entirely separate from the Fund’s investment, and a Venture Partner or Operating Partner can make or exit investments (or make any other decision with regards to its investment in a portfolio company) at its discretion, including where any such decision is directly adverse to the Fund’s interest. Lightspeed is permitted to take into account various factors it deems appropriate in reserving any portion of an investment with respect to one or more Venture Partners or Operating Partners, including the importance of a Venture Partner or Operating Partner for future business with Lightspeed; the overall strategic benefit to Lightspeed of offering such opportunity to a Venture Partner or Operating Partner; a Venture Partner’s or Operating Partner’s ability to contribute to the business of a Fund or any portfolio company; and such other factors that Lightspeed deems relevant under the circumstances. The participation by a Venture Partner or Operating Partner as a Co-Investor in a potential investment can further reduce the amount to be invested by a Fund beyond any investments by Lightspeed Persons, and any profits realized by such co-investment will not go to offset any fees or other compensation otherwise paid to them by a Fund in their role as Venture Partner or Operating Partner. As a result of the foregoing, the size of the investment opportunity otherwise available to a Fund could be smaller than it would otherwise have been. In addition, based on the above participation, Lightspeed Persons, Venture Partners and Operating Partners will have greater economic interests in
Fund investments in which they have directly participated versus investments in which they have not directly participated. Separately, and in addition to the foregoing, any person, any of their respective equity holders, officers, directors, employees or affiliates, Lightspeed Persons, Venture Partners and Operating Partners could be offered the opportunity to participate in any portion of an investment that is in excess of a Fund’s full desired amount of such investment, as determined by Lightspeed. Consultants, Venture Partners and Operating Partners. In addition to Lightspeed’s full-time investment professionals, the Funds are allowed to engage the services of consultants, Venture Partners or Operating Partners (including, for example, former investing partners and other senior advisors) to work actively with Lightspeed on one or more of the following: sourcing and evaluating new investments, serving on boards of directors or as board observers, or supporting Lightspeed’s leadership in other ways, including by providing strategic insights related to portfolio companies, investment opportunities and other matters (such services collectively, “Operations Support Services”). These services may be high-level insight or extensive day-to-day roles, and may include support to the general partner on behalf of the Funds, or portfolio companies regarding, among other things, the company’s management (including serving in management positions as a full-time or parttime employee of the company or on the board of directors of the company, or by otherwise participating in determining corporate strategy), the company’s supply chain, revenue and margin management (including determining sales/marketing strategy and retail strategy), data intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), information technology, corporate communications (including marketing and public relations), supporting the formation of and fundraising for the Funds, legal customer service, sustainability (including, strategy, policy and reporting development), and similar operational matters. It is expected that the services provided by consultants, Operating Partners and Venture Partners will expand over time. While these consultants, Operating Partners and Venture Partners could have titles and certain attributes of employees (such as office space, administrative support, participation in Lightspeed meetings or events and having Lightspeed Partner titles and email addresses), they are not employees of Lightspeed and are not contractually obligated to work exclusively with Lightspeed. They are outside professionals (in some cases former employees of Lightspeed) engaged by or on behalf of certain Funds. Such individuals are also generally able to make personal investments outside of Lightspeed without substantive restrictions, including in other Funds or third-party funds, as well as competing portfolio companies. The determination of whether individuals are Operating Partners or Venture Partners is expected to vary depending on both the type and quantity of services provided to Lightspeed by such individual as well as other factors, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that Lightspeed otherwise would be required to bear. The nature of the relationship and the time devotion requirements with each such consultant, Operating Partner and Venture Partner may vary significantly. Certain consultants, Operating Partners
and Venture Partners are subject to contractual obligations to provide certain services to the Funds and/or the portfolio companies. These arrangements are in most circumstances memorialized in a formal written agreement, but may be in certain circumstances informal, and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. Consultants, Operating Partners and Venture Partners could be offered the ability to co-invest alongside Funds or could be offered the opportunity directly by the portfolio company to invest in the company, including in investments in which such consultant, Operating Partner and Venture Partner is involved or participates in the management thereof. Pursuant to the Governing Documents of the Funds, fees, compensation, benefits, expenses and any attributable overhead associated with Operations Support Services (collectively, “Operations Expenses”) are paid and/or reimbursed by Lightspeed, portfolio companies and/or the Funds. Operations Expenses incurred by consultants, Operating Partners and Venture Partners will be determined at the discretion of Lightspeed taking into account the particular Operations Support Services being provided, may include reimbursement of an allocable portion of such individual’s compensation, annual fee or retainer depending on the Operations Support Services provided pursuant to Lightspeed’s policies and procedures around allocation of fees and expenses. Additionally, such individuals may receive a portion of the profits generated by a liquidity event with respect to a portfolio company or other equity-linked compensation, a success fee (in the form of cash or equity) based on pre-determined targets or milestones, a profits or equity interest in the Funds and/or portfolio company or other incentive-based compensation (e.g., Carried Interest). The determination of whether a service is an Operations Support Service will be made by the General Partner, in its sole good faith discretion, but will generally be based on whether third parties typically provide such services to investment advisers or companies. Operations Expenses will, from time to time, also be incurred in respect of portfolio companies prior to the closing of the investment. In the event a consultant, Operating Partner or Venture Partner is paid an annual retainer, the value provided to the relevant Fund and/or portfolio company by such individual may vary year to year and there can be no assurance that the annual retainer paid will commensurate with the value provided by the individual. In addition, a consultant’s, Operating Partner’s or Venture Partner’s benefits described herein (including, for the avoidance of doubt, compensation arrangements) will, in certain circumstances, continue after termination of status as a consultant, Operating Partner or Venture Partner, as applicable. Consultants, Operating Partners or Venture Partners will, from time to time, be offered the ability to invest in a Fund or in a particular investment as a Co-Investor on preferred economic terms (including on a no-fee/no-carry basis). Fee Income received by consultants, Operating Partners or Venture Partners from portfolio companies, such as directors’ fees, will not be offset against Management Fees payable by a Fund. In the past, partners or employees of Lightspeed have transitioned into a consultant, Operating Partner or Venture Partner role, and in such case any ongoing expenses incurred in connection with engaging such individuals may cease to be borne by Lightspeed and would instead be borne by the relevant Fund pursuant to the Firm’s policies and procedures around allocation of fees and expenses.
Where a consultant, Venture Partner or Operating Partner provides services to a portfolio company owned by multiple Funds, Lightspeed will allocate the costs, fees and expenses of such consultants, Venture Partners or Operating Partners using such methodologies as determined in its sole discretion, which will include methodologies such as relative ownership of such portfolio company attributable to those Funds. In general, Lightspeed views the availability of the services of its consultants, Venture Partners and Operating Partners as beneficial to all of the Funds on the whole. It may not always be predictable which portfolio investments or Funds will need particular services, and some services may benefit multiple portfolio investments and/or Funds. As such, there may be no simple measure for allocating the cost of consultants, Venture Partners or Operating Partners between the Funds, and Lightspeed will under certain circumstances cause Funds to pay consultants, Venture Partners or Operating Partners for work that may benefit other Funds and their portfolio investments. In such cases and other circumstances in the discretion of Lightspeed, the Funds and/or their portfolio companies will bear a disproportionate burden of the cost of consultants, Venture Partners or Operating Partners. Lightspeed will have the discretion to determine that the Funds and/or their portfolio companies bearing a disproportionate burden of the costs of consultants, Venture Partners or Operating Partners is fair and equitable under the circumstances. Economic Interest of the General Partner. The fact that a General Partner’s Carried Interest is based on the performance of the Fund is expected to create an incentive for the General Partner to cause the Fund to make portfolio investments that are more speculative than would be the case in the absence of performance-based compensation. However, this incentive can be deemed to be tempered somewhat by the fact that losses will reduce the Fund’s performance and thus the General Partner’s Carried Interest. The Funds’ Management Fees are also calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value, such as committed capital, as well as called capital and invested capital (each including amounts borrowed under certain credit facilities) except in certain limited circumstances as described in the applicable Governing Documents. In the circumstances in which Management Fees are based on a Fund’s net asset value, the General Partner faces conflicts of interest with respect to the valuation of securities. See Valuation of Illiquid Assets. For certain Funds, the Management Fees are calculated based on aggregate cost of each portfolio investment that has not been realized, written off or permanently written down (such investments, “Impaired Investments”). Because Management Fees are calculated based on invested capital, the Governing Documents do not require any reduction or refund of Management Fees following a decrease (including a significant decrease) in fair value, except with respect to investments that meet the applicable Impaired Investment standard under the Governing Documents, or in the absence of a standard articulated in the Governing Documents, consistent with Lightspeed’s policies and procedures. Similarly, if the fair value of an investment exceeds the aggregate investment contributions for that investment, Management Fees are not computed on the appreciated value and instead continue to be determined by the amount of such investment contributions. As a result, the Management Fees for such Funds generally will not track changes in the fair value of any individual
investment or of a Fund, including after the applicable investment period, and will not be decreased to reflect write-downs, except with respect to Impaired Investments. Lightspeed evaluates several criteria in determining whether to write off or permanently write down an investment, including, without limitation, how long the investment has been held, length of time the investment has been marked down, materiality of markdown, anticipated holding period of the investment, volatility in valuation, impact of market conditions on valuation, other valuation methodologies showing increased valuations, and anticipated recovery path for the investment. Lightspeed has no obligation to use any specific methodology when making this determination and may change the criteria used in its sole discretion from time to time. Lightspeed has flexibility in determining the applicability and weight of factors considered and has ultimate discretion in determining whether an investment should be written off or permanently written down. As a result, Lightspeed is permitted to determine that even extremely distressed investments should not be written off or permanently written down. There can be no assurance that an investment, in hindsight, should have been written off or permanently written down or should have been written off or permanently written down at an earlier date. In addition, the Governing Documents of such Funds do not require any reduction or refund of Management Fees, in whole or in part, in connection with partial sales or dispositions, distributions (including those arising from dividend recapitalizations), reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, or where one or more other Fund(s) exit their investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case where such events do not result in a complete disposition of the relevant Fund’s interest, and even where the value of the Fund’s investment or the Fund’s ownership percentage has been reduced (including materially reduced) as a result. The partners of the General Partners are also subject to special U.S. federal income tax rules to which limited partners are not subject. Such rules are subject to change and currently generally require a Fund to hold investments for more than three years for Carried Interest recipients to be entitled to preferential long-term capital gains rates. As a result of the foregoing, the General Partners will likely be incentivized to operate the Funds, including to hold and/or sell investments, in a manner that maximizes or accelerates its entitlement to Carried Interest or takes into account the tax treatment of its Carried Interest (including to hold investments longer or otherwise structure dispositions to provide long-term capital gains treatment for carry recipients). Further, the General Partners have the ability to defer Carried Interest (for various reasons, including managing to avoid a potential clawback). Such deferral is expected to result in a different mix of taxable income being recognized by the limited partners and the General Partner than if no such deferral had occurred, which may be adverse to particular limited partners. Allocation of Fees and Expenses. Lightspeed will be faced with a variety of potential conflicts of interest when it determines allocations of various fees and expenses among the Funds, the General Partners or their affiliates, as well as the General Partners and their affiliates themselves. Lightspeed, in its sole
discretion, will allocate fees and expenses in accordance with the Governing Documents, its internal policies and procedures, and in a manner that it believes in good faith is fair and equitable to the Funds under the circumstances and considering such factors as it deems relevant. The allocations of such expenses to the Funds will not always be proportional to the benefit received by the Funds, and any such determinations involve inherent matters of discretion, for example, in determining whether to allocate pro rata based on the number of Funds or Co-Investors receiving related benefits or proportionately in accordance with asset size, invested capital, capital commitments or a different consideration. Co-Investors are not generally expected to bear Broken Deal Expenses and as a result, in deals where Co-Investors are expected to join either at or after a closing date, a Fund will likely bear a greater percentage of Broken Deal Expense (including reverse termination fees) than the percentage ownership the Fund intends to hold in an investment. Lightspeed has in the past and may, from time to time in the future, cause one or more Funds to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable General Partner, Lightspeed and/or Lightspeed personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Funds. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by Lightspeed that cover one or more Funds and/or Lightspeed (including Lightspeed personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties). Lightspeed will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds, and/or Lightspeed on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. While Lightspeed makes such allocations in its reasonable discretion, a conflict of interest arises in such allocations because Lightspeed has an incentive to allocate expenses away from itself more generally and away from Funds that provide more favorable economics to Lightspeed. There can be no assurance that a different allocation would not result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies. Other Relationships with Limited Partners. From time to time, Lightspeed, Lightspeed personnel and/or portfolio companies will transact with limited partners of a Fund, invest in other Funds or entities managed by limited partners of the Funds, grant Carried Interest directly or indirectly to limited partners or otherwise engage in relationships with limited partners of the Funds. Such transactions and relationships could incentivize such Lightspeed personnel to afford the limited partner preferential or favored treatment, such as, for example, increased access to co-investment opportunities. Other Lightspeed Funds Are Permitted to Invest in or Transact with Portfolio Companies. Portfolio companies of the Funds will on occasion be in, or come into, competition with other companies in which partners or affiliates of Lightspeed have an interest via different Funds, the same Fund or other means. In addition, a Fund could pursue a transaction with an entity in which another Fund has a pre-existing
investment. For example, another Fund could lead or participate in a recapitalization of a portfolio company in which the Fund has a pre-existing investment or invest in a later-stage equity issuance by a portfolio company in which the Fund has a pre-existing investment. As discussed above, such investments could give rise to conflicts of interest to the extent that Lightspeed takes into account the interests of such other Funds in its consideration of certain actions by a Fund in respect of such investments. In certain circumstances, the pre-existing interests of other Funds in a portfolio company could preclude a Fund from taking actions it would otherwise have taken or could otherwise be detrimental to the Fund, or alternatively, such other Funds could benefit from actions taken on behalf of a Fund. For example, if another Fund makes an investment in an existing portfolio company of the Fund at a valuation that is below (or in excess of) the valuation implied by the Fund’s original investment in such portfolio company, such other Fund’s investment could be dilutive (or accretive) to the Fund’s existing investment. Additionally, a Fund that participates in a follow-on opportunity in a portfolio company will benefit from the initial evaluation, investigation, and due diligence undertaken by the Fund in connection with the initial investment, but the participating Fund will not be required to reimburse the Fund for any expenses incurred in connection with making or holding the investment. In addition, the timing of entry into or exit from an investment in a portfolio company can vary among the various Funds, as well as any Co-Investor, for reasons such as differences in strategy, timeline, existing portfolio or liquidity needs. There can be no assurance that the terms of, or the return on, a Fund’s investment will be equivalent to, or better than, the terms of, or the returns obtained by, a different Fund or Co-Investor with respect to the same portfolio company, nor can there be any assurance that such other Fund or Co-Investor will hold the same positions in such portfolio company. Further Potential Value. It is possible Lightspeed will be unable to exit an investment during the standard life of a Fund, or it may believe that it would be suboptimal to exit during that time, for example because it believes that such investment has not reached an appropriate level of maturity or still holds significant future upside. With respect to any investment that Lightspeed does not believe it would be advisable to exit before the end of the life of the Fund, it is possible that Lightspeed would determine that the optimal solution is to sell an investment from one Fund to another Fund. In addition, Lightspeed might also consider other possible solutions, such as the creation of a separate vehicle, such as a continuation fund, to hold long-lived assets, if permitted by and subject to any restrictions and requirements set forth in the Governing Documents. Any such transaction will require consent of an advisory committee. Such a transaction could crystallize the Carried Interest Lightspeed is entitled to receive in respect of such investment, and Lightspeed may not provide an option for limited partners in such other Fund to continue their participation in such investment at all, or on the same terms. Additionally, such transactions create a conflict of interest (as described further in Transactions with Other Lightspeed Funds and Co-Investors, below). Conflicts Among Limited Partners. The limited partners are expected to include U.S. taxable and taxexempt entities, and entities from jurisdictions outside of the United States. Accordingly, the limited
partners can have conflicting investment, tax and other interests with respect to their investments in a Fund. The conflicting interests among the limited partners could relate to or arise from, among other things, the nature of portfolio investments made by a Fund, the structuring of the acquisition of portfolio investments and the timing or structuring of the disposition of portfolio investments, as well as the structure of the Fund and any related parallel funds. As a result, conflicts of interest can arise in connection with decisions made by Lightspeed, including with respect to the nature or structuring of portfolio investments, which are more beneficial for one limited partner than for another limited partner, especially with respect to limited partners’ individual tax situations. In managing the Funds’ affairs, including selecting and structuring portfolio investments appropriate for the Funds, Lightspeed will consider the investment and tax objectives of each Fund and the partners as a whole, rather than the investment, tax or other objectives of any limited partner individually. Side Letters. Lightspeed and/or its affiliates reserve the right to enter into side letters with certain limited partners in the Funds providing such limited partners with different or preferential rights or terms, including, but not limited to information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on an advisory committee, liquidity or transfer rights, excuse provisions, confidentiality protections and disclosure rights, modification of default remedies, investment pacing restrictions, as well as economic, procedural and other terms, many of which will not be subject to the “most-favored nation” provisions of the Governing Documents. Lightspeed is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners, e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to Lightspeed, its affiliates and personnel or a Fund, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to Lightspeed, its affiliates and personnel, or the Funds. Further, side letters also are expected to relate to strategic relationships under which a limited partner agrees to make Commitments to multiple Funds. Except in the circumstances and on the timing required by the Governing Documents and/or applicable law, other limited partners will not receive copies of side letters or related provisions, and as a general matter, the other limited partners have no recourse against the Fund, Lightspeed, a General Partner or any of their affiliates in the event that certain limited partners have received additional and/or different rights and/or terms as a result of such side letters. Side letters subject Lightspeed to potential conflicts of interest, including in circumstances where a limited partners’ right to serve on an advisory committee results in the limited partner receiving additional information relative to other limited partners. To the extent a limited partner is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other limited partners could be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant limited partner at the expense of a Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the Funds. Furthermore, Lightspeed will
from time to time afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a side letter. As a consequence of one or more limited partners being excused or excluded pursuant to their side letter (or otherwise due to regulatory, tax or other factors) that ultimately alters or limits their participation in investments or their ability to bear certain liabilities or obligations, the aggregate returns realized by participating or non-participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Although Lightspeed believes it to be unlikely, excuse or other rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by Lightspeed on behalf of a Fund as a whole. Exculpation and Indemnification. Although the Governing Documents generally contain broad exculpation and indemnification provisions, Lightspeed will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to a Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by Lightspeed are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Limited partners generally will be responsible for insurance premiums, as set forth in the Governing Documents, regardless of whether the liability and/or indemnity standards in Lightspeed’s insurance coverage are higher or lower than those set forth in the Governing Documents. Positions with Portfolio Companies. Personnel, Venture Partners and Operating Partners of Lightspeed and/or their family members serve as directors of, or observers on, boards of certain portfolio companies and in certain cases with respect to companies that are not investments of the Funds. While conflicts of interest can arise in the event that an individual’s fiduciary duties as a director conflict with those of a Fund, it is expected that interests will generally be aligned. However, such positions could impair the ability of a Fund to buy the securities of an issuer, or to buy or sell securities at an opportune time, in the event a director is in possession of material non-public information by virtue of their role on the board, which would have an adverse effect on the Fund. Furthermore, any Lightspeed person serving as a director to a portfolio company owes a fiduciary duty to the portfolio company, on the one hand, and the Fund, on the other hand, and such Lightspeed person could be in a position where they must make a decision that is either not in the best interest of a Fund, or is not in the best interest of such portfolio company or another portfolio company. Employees, members, Venture Partners and Operating Partners of Lightspeed serving as directors could make or fail to make decisions for a portfolio company that negatively impact returns received by the Fund investing in the portfolio company. In addition, to the extent an employee, member, Venture Partner
or Operating Partner serves as a director on the board of more than one portfolio company, such person’s fiduciary duties between the two portfolio companies can create a conflict of interest. A director’s decision could subject the director, Lightspeed, its affiliates or a Fund to claims they would not otherwise be subject to, including claims of breach of duty of loyalty or other fiduciary duty claims, securities law claims, antitrust claims and other director-related claims. In general, the Funds will indemnify Lightspeed, its principals, members, employees and other personnel from such claims. Employees and members of Lightspeed serving in a director, observer, advisor or consultant role with respect to a portfolio company are permitted to receive, but have not received to date, Fee Income, and Management Fees charged by any applicable Fund will generally be offset by such Fee Income; however, Management Fees will not be offset by (and no Fund will be entitled to receive) stock, options or warrants granted by a portfolio company to Lightspeed employees or members for service as a director, observer, advisor or consultant, which are also granted on the same basis to individuals holding the same roles unaffiliated with Lightspeed. Venture Partners and Operating Partners are not required to remit any Fee Income to any Fund, nor do such amounts reduce Management Fees, whether received in their capacity as a director or otherwise. To the extent a Lightspeed director or observer receives any such stock, options or warrants, they will be subject to potential conflicts of interest in determining whether to sell such stock, options or warrants (subject to restrictions imposed by the portfolio company and/or Lightspeed) or retain such securities for a period consistent with their own financial and investment objectives, which can differ from those of the Funds. In addition, because portfolio company securities typically represent newly issued incentive equity (whether in the form of common stock, warrants or options to buy common stock, or similar instruments), the receipt of compensation in the form of securities typically has the result of diluting the Funds’ relative ownership of the portfolio company awarding such compensation. In addition, employees of Lightspeed have in the past left, and are expected in the future to leave, the employment of Lightspeed or its affiliates and become a director, officer, employee, or consultant of a portfolio company. For clarification, any remuneration these individuals receive while nonemployees of Lightspeed are not remitted to the Fund, nor do they reduce Management Fees. Further, such former employees of Lightspeed could, in certain cases, become senior advisors, consultants, Venture Partners or Operating Partners (including concurrently with being a director, officer, employee or consultant of a portfolio company) or at some point in the future return to Lightspeed as full-time employees. Any consulting, management or other fees paid to Lightspeed employees (which will generally not include any Venture Partners, Operating Partners and any other senior advisors acting in a similar capacity and engaged by Lightspeed as contractors) from portfolio companies while they are employed by Lightspeed would offset the Management Fee. From time to time personnel of Lightspeed are expected to be asked to serve as (or continue to serve as) directors of, or observers with respect to, certain entities in which a Fund has fully exited its ownership interest and/or following the termination of such employee’s employment or other relationship with Lightspeed. In such circumstances, any compensation or fees received with respect to such exited investment and/or by such former employee are not shared with the Fund and/or investors and do not offset the Management Fee.
Relationships with Service Providers. Lightspeed engages external service providers to provide, among other functions, legal, administrative, record keeping and other services to the Fund. The fees and other costs of any such service provider will generally be borne by the relevant Funds. In determining which service provider to select, Lightspeed may take into account factors such as its relationship with such service provider and other services that it provides to Lightspeed, the Funds, or the portfolio companies. Furthermore, in some circumstances, Lightspeed personnel have a pre-existing personal relationship associated with a service provider selected to provide services to the Funds, including service providers where Lightspeed has a minority economic interest. As a result, Lightspeed will have a conflict of interest in selecting the service provider, whose costs will be paid by the Funds. Lightspeed believes that the fees charged to Lightspeed and its portfolio companies in such arrangements are no higher than those fees charged by such service providers to other third parties in an arm’s length transaction. A number of factors, including the particular relationship with a service provider and the nature of its services (which may be specialized or customized to meet the needs of Lightspeed and its Funds and portfolio companies in ways that other providers may not offer), could result in such service provider’s fees, costs and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such service provider. Lightspeed retains its discretion to select the service provider for any services to be provided to the Funds after considering the factors that Lightspeed deems relevant, which could include price, quality of service and/or the ability of a service provider to meet Lightspeed’s specific requirements, and Lightspeed will not have an obligation to evaluate alternative providers or to compare pricing for such service provider’s services. Lightspeed expects certain service providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships and the timing of services, these persons have the potential to have information advantages relative to other investors or Co-Investors, and in certain circumstances could be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors or could be offered co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with service providers for the provision of goods or services to Lightspeed, the Funds and/or their respective portfolio entities. Lightspeed manages such conflicts and makes allocation judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. Lightspeed’s allocation decisions with respect to service providers at times are informed by input from the relevant service provider (including but not limited to where the service provider provides recommended allocation percentages across the relevant parties or provides market practice insight with respect to allocation percentages), and it is possible that the relevant service provider could, due to a conflict, recommend expense allocations that are more favorable to Lightspeed than the Funds or their portfolio companies.
Business with and among Portfolio Companies and Investors and Prospective Investors. Given the collaborative nature of Lightspeed’s business and the portfolio companies in which the Funds have invested, there are often situations where Lightspeed is in the position of recommending the services of a portfolio company to other portfolio companies of the Funds. Lightspeed will generally have a conflict of interest in making such recommendations, in that Lightspeed has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for the Funds, while the products or services recommended may not necessarily be the best available to the portfolio companies held by the Funds. The benefits received by a portfolio company providing a service may be greater than those received by the Fund(s) and its portfolio companies receiving the service. Current and former founders and prospective founders, officers and executives and other affiliates of portfolio companies have from time to time and likely will in the future invest in a Fund. While Lightspeed believes this aligns portfolio company management teams and other affiliates with the best interests of the Fund, Lightspeed may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain the goodwill with such portfolio company management team investor or other affiliate of the portfolio company that is an investor in a Fund such that they continue to invest in the Funds, among other reasons. Lightspeed’s relationships with current, prospective or former executives, directors and founders or other affiliates of portfolio companies of the Funds or of other private funds, and executives of the banks and other lending institutions that provide financing to the portfolio companies of the Funds will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio companies of the Funds that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio company and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Fund over another Fund. Lightspeed has in the past requested, and may in the future request, that founders of existing portfolio companies of the Funds provide references to founders of other companies that Lightspeed is evaluating as potential investment opportunities for the Funds, which practice may give rise to conflicts of interest, including the possibility that a founder’s willingness or effectiveness as a reference could impact how Lightspeed manages its relationship with, or exercises oversight over, that founder’s company. In certain instances, a Fund’s portfolio company competes with, is a customer of, or is a service provider to, another Fund’s portfolio company. In providing advice to a portfolio company’s business, Lightspeed may consider the interests of one portfolio company or Fund and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Funds. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by Lightspeed to a portfolio company may have adverse consequences to a separate portfolio company owned by another Fund. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market
share at the expense of another portfolio company; withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price; increase its own prices, purchase assets from, or sell assets to, another portfolio company; commence litigation against another portfolio company; or prevent one portfolio company from commencing litigation against another portfolio company. From time to time a Fund’s portfolio company will be counterparties or participants in agreements, transactions or other arrangements with other portfolio companies of such Fund or other Funds. These agreements, transactions and other arrangements will involve payment of fees and other amounts, none of which will result in any offset to the Management Fee. Such agreements, transactions and other arrangements will generally be entered into without the consent or direct involvement of the Funds and/or Lightspeed or the consent of any advisory committee. Lightspeed and/or its affiliates (including Lightspeed personnel) may in the future engage in business opportunities arising from a Fund’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company, making a proprietary investment in a portfolio company or receiving a loan or extension of credit from a portfolio company, including personal use). This creates a conflict of interest, as such interests are a benefit arising from the Fund’s investment and may vary from the applicable Fund’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Fund). It can be expected that a Fund will make loans to a portfolio company where such company requires an infusion of cash for various reasons, including, but not limited to, capital expenditures. See above Bridge Financing. Transactions with Other Lightspeed Funds and Co-Investors. Lightspeed reserves the right to cause a Fund to enter into a transaction whereby such Fund purchases securities from, or sells securities to, other Funds, or Co-Investors (including Co-Investors that are Lightspeed personnel) or co-investment vehicles. In some cases, a portfolio company of a Fund will be merged with or into a portfolio company owned by another Fund. Any of these transactions raise potential conflicts of interest, including where: (i) the investment of one Fund supports the value of portfolio companies owned by another Fund; (ii) the transaction allows Lightspeed or its affiliates to realize Carried Interest or receive future Management Fees or other compensation with respect to such investments or (iii) one Fund warehouses an investment for another Fund and bears the associated risks (see Risks Relating to Warehoused Investments and Conflicts Relating to Warehoused Investments). These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by the Governing Documents or otherwise in the sole discretion of Lightspeed, Lightspeed reserves the right, but is not required to seek to mitigate such conflicts by seeking input from an unaffiliated third party (including the use of a consultant or investment banker paid for by a Fund to opine as to the fairness or “arm’s length” nature of a purchase or sale price, whether or not part of a formal fairness opinion, “request
for proposal” process, or proposal or quotation provided exclusively for the benefit of Lightspeed) and/or negotiate each such transaction independently and ensure there is not a cross-conditioned closing of the two transactions, to ensure that the terms of each such transaction stand on their own merits and Lightspeed satisfies its duties to each Fund (though there can be no assurance that Lightspeed will do so in every situation). In addition, certain such transactions could require the consent of an advisory committee. Lightspeed intends that any such transactions be conducted in a manner that it believes to be fair and equitable to the Funds under the circumstances, including a consideration of the potential present and future benefits with respect to the Funds. See also Continuation, Secondary and other General Partner-Led Transactions and Conflicts Relating to Warehoused Investments. Continuation, Secondary and other General Partner-Led Transactions. There continues to be a significant market in the private funds sector for secondary sales, general partner-led transactions, continuation vehicles, successor fund investments and other transactions for the disposition of investments, and Lightspeed reserves the right to dispose of (or seek additional capital for) Fund investments through such means. Subject to the terms of the Governing Documents, the Funds may, from time to time, enter into transactions with members or affiliates of other Funds. For example, Lightspeed is permitted to sponsor one or more continuation funds and any such continuation fund may pursue an acquisition of full or partial interests in one or more existing portfolio companies of a Fund. Lightspeed may determine that it is in the best interest of one or more Funds holding an investment in one or more portfolio companies (respectively, the “selling Fund” and the “portfolio company”) to transact with another Fund (the “purchasing Fund”) in order to provide the selling Fund’s investors with an option to either: (1) receive cash proceeds from the selling Fund’s sale or transfer of such portfolio company, (2) reinvest cash proceeds from the selling Fund’s sale or transfer of such portfolio company into a new or follow-on investment, and/or (3) “roll” (i.e., retain) their interest in such portfolio company (often where one or more of the selling Funds is approaching the end of its term). In connection with such continuation transactions, Lightspeed may require the investors in the purchasing Fund to make an additional investment in a Fund or commit to invest in a future Fund. In such a case, such continuation fund would have investment interests that directly conflict with the interests of such Fund. Conflicts of interest arise in these continuation transactions because, without limitation, (i) Lightspeed and its affiliates generally expect to charge some or all investors in the purchasing Fund certain fees, expenses and costs, including (without limitation) Carried Interest (the economics of which are likely to be different from those of the selling Fund), dividends, advisory fees or other similar fees, and the transactions will have the potential to result in the receipt of more fees by Lightspeed and its affiliates than if the portfolio company were retained by the selling Fund or sold to an unrelated third party, and in no event will the selling Fund be entitled to any offset of advisory fees or Carried Interest payable to Lightspeed or any of its affiliates by the purchasing Fund; (ii) such transactions may result in, as applicable (a) the crystallization of Carried Interest (or accelerated potential to receive future Carried Interest) with respect to the selling Fund, and where Carried Interest is crystallized, Lightspeed and its affiliates will receive such Carried Interest from its investment in such portfolio company immediately, rather than waiting for another realization event or (b) the faster
allocation of Carried Interest (or reduction of any high-water mark) with respect to the selling Fund; (iii) Lightspeed and Lightspeed personnel are expected to have the ability to make material investments in the purchasing Fund, which, if exercised, may cause them to take actions that benefit the purchasing Fund; (iv) in the event there are multiple selling Funds and/or purchasing Funds, Lightspeed and Lightspeed personnel may have varying interests in the underlying portfolio company (or portfolio companies), the selling Funds and/or in the purchasing Funds; (v) Lightspeed is actively involved in negotiating the terms of the sale on behalf of the selling Fund, on the one hand, and the purchasing Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the transaction); (vi) individual carry recipients at Lightspeed and their carry allocations may differ significantly between the selling Fund and the purchasing Fund, which creates an incentive for certain individuals to recommend the sale to the purchasing Fund rather than sell the interest in the portfolio company to a third party; (vii) if there is more than one purchasing Fund involved in a transaction, (a) follow-on investments may be funded on a non-pro rata basis among the purchasing Funds relative to their original commitments, due to, for instance, differing applicable provisions regarding recycling or different interests in the underlying portfolio companies, resulting in dilution to certain purchasing Funds that do not participate in such additional funding, (b) Lightspeed personnel and/or Lightspeed may have differing potential Carried Interest allocations among the purchasing Funds, and the purchasing Funds may have differing Management Fee rates, and (c) certain of the purchasing Funds may have differing terms, such as the ability to use leverage; (viii) where there are multiple selling Funds, each selling Fund may be selling different portfolio companies, and/or have differing interests in each portfolio company, and at a different stage of its fund lifecycle and at a different place in its fund waterfall; (ix) Lightspeed may be incentivized, including through the possibility of receiving additional compensation, to make portfolio investments for the selling Fund with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a continuation transaction did not exist; (x) if there is a requirement for an investor in the purchasing Fund to make an investment in a Fund or a commitment to invest in a future Fund and/or if such transactions provide Lightspeed and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Fund and/or a future Fund, (a) Lightspeed will be incentivized to favor such investors because of the potential for Lightspeed and its affiliates to earn additional advisory fees with respect to any such investment or commitment to invest, and (b) such requirement could affect the price at which such investors agree to participate in the indirect purchase of the asset(s) from the selling Fund; (xi) where Co-Investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the Fund (and in such circumstances the General Partner reserves the right to compel Co-Investors to receive cash or continue to hold an interest in the relevant investment); and (xii) a member or affiliate of Lightspeed is permitted to serve on the board or as a member of the general partnership of a continuation fund. With respect to the conflict of interest in connection with the determination of sale price listed above, the sale price may reflect a price that is higher than market value, causing the purchasing Fund to pay too high a price for its indirect interests in the portfolio company or purchase securities with terms
that are less favorable than the prevailing market terms, thereby benefitting the selling Fund at the expense of the purchasing Fund, and in turn, potentially making it more likely that Lightspeed will earn Carried Interest (or will earn more Carried Interest). Conversely, a conflict exists with respect to the determination of whether the acquisition price at which the purchasing Fund acquires indirect interests in the portfolio company is at a price that is lower than market value and whether the purchasing Fund is paying too low a price for such interests in the portfolio company or purchasing securities with terms that are more favorable than the prevailing market terms, thereby benefitting the purchasing Fund at the expense of the selling Fund and also potentially making it easier for Lightspeed and its affiliates to earn Carried Interest from the purchasing Fund with respect to the portfolio company. As a result, the consideration paid by the purchasing Fund may be more or less than what the portfolio company is ultimately worth had it been sold outright to one or more third-party buyers. In connection with a continuation transaction, Lightspeed will have no obligation to engage in any third-party sale or public offering process for such portfolio company prior to the continuation transaction or obtain any independent third-party valuation. In addition, Lightspeed may determine to share valuation information with investors in the purchasing Fund, which would provide such investors with more information than a typical buyer of a Fund’s portfolio companies. Additionally, with respect to conflicts of interest that may arise in continuation transactions as a result of the allocation of costs, fees and expenses incurred in connection with the transaction, Lightspeed might determine to allocate some or all of the costs, fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Fund, or vice versa, or in any combination thereof. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax, administrative or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or an advisory committee prior to the closing of the transaction, there can be no assurance that a General Partner will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of the Fund or any individual limited partner or group of limited partners. However, Lightspeed reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the Governing Documents. Lightspeed is permitted to seek the consent of an advisory committee or the limited partners, as applicable, in accordance with the applicable Governing Documents, to approve conflicts associated with such transactions and, accordingly, not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated (for instance, the Fund proposes to sell any assets in a continuation fund and that sale fails to close for any reason), the Fund is expected to bear all of the related costs in the absence of an agreement with other parties to bear a portion of such costs, including (without limitation) the costs of forming and marketing the continuation fund, as well as fees for services that would only have accrued to the benefit of certain subsets of investors in the Fund, such as where applicable, those electing to continue their participation, if the transaction had closed. See also Transactions with Other Lightspeed Funds and Co-Investors.
Allocation of Secondary Transfers. In addition, to the extent Lightspeed has discretion over approving a secondary transfer of interests in a Fund pursuant to such Fund’s Governing Documents, or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other agreement), Lightspeed will do so in its sole discretion, generally taking into account its own interests as well as certain factors that include, without limitation, some or all of the following factors: Lightspeed’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations; Lightspeed’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds and/or Lightspeed and the expected amount of negotiations required in connection with a potential purchaser’s investment; whether the potential purchaser would subject Lightspeed the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media or other burdens; a potential purchaser’s investment into another Fund (including any commitment, or agreement to make a commitment, into an existing or future Fund); requirements and/or acknowledgements in such Fund’s Governing Documents; and such other facts as it deems appropriate under the circumstances in exercising such discretion. Additionally, from time to time Lightspeed becomes aware of existing investors in a Fund (including existing investors that are affiliates of Lightspeed that are interested in selling their interests in a Fund) and/or other third-party investors (including, without limitation, any such party that is sourced by a broker and/or other agent of Lightspeed) that are interested in acquiring interests in a Fund through a secondary transfer. In such instances Lightspeed could, in its sole discretion and without providing notice to all investors in the Fund, introduce such parties to potential counterparties, including, without limitation, certain Fund investors. It is possible that any such introduction will ultimately result in an investor in a Fund obtaining liquidity (which could be at a price that reflects a discount to net asset value) and/or being able to transfer its interests prior to other investors in the Fund that are also seeking to transfer their interests and obtain liquidity. Lightspeed has no obligation to prioritize any specific Fund investor seeking to transfer its interests or treat Fund investors equally in regard to transfers of interests. Subject to the applicable Fund’s Governing Documents, Lightspeed may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include the applicable General Partner, its affiliates or personnel or other related persons, and has no obligation to notify all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain advisory committee approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Fund and other, similar circumstances. Purchases by a General Partner, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to NAV without market checks), information asymmetries, allocation of opportunities and expenses, effects on Management Fees and Carried Interest, incentives to favor purchasers that provide (or are expected to provide) commitments to other Lightspeed-advised
vehicles, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the general partner of a Fund or its affiliates. Lightspeed exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations) without notice to all investors and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by Governing Documents or law (including for the General Partner or affiliate, principal, or agency cross transactions). Conflicts Relating to Warehoused Investments. Conflicts will arise when the Funds, in order to facilitate an investment in a portfolio company, commits to make an investment in the company with a view to selling all or a portion of the investment to other Funds, Co-Investors, Lightspeed or Lightspeed personnel, or other persons prior to or following the closing of the acquisition. Moreover, Lightspeed and Lightspeed personnel will, from time to time, facilitate an investment by committing to invest in a company with a view to selling such investment to a Fund or can determine to reallocate a personal investment to a Fund. See also Participation or Interest in Client Transactions. To the extent such a syndication is made, the General Partner’s interest in limiting the warehousing Fund’s exposure to a given investment while providing a potential benefit to such other Fund, Co-Investor or other person investing at such lower values will give rise to a potential conflict of interest. Lightspeed will in certain circumstances negotiate a larger allocation of an investment in a portfolio company than it might otherwise have done in anticipation of making some portion of such deal syndication investors, including investors that can be charged Management Fees and/or Carried Interest. This creates a conflict of interest whereby Lightspeed is incentivized to cause the Fund (in situations where the Fund is the syndicating Fund) to hold an investment in excess of what such Fund actually desires, for the benefit of Lightspeed and its affiliates, even though Lightspeed could have avoided such syndication by negotiating an allocation of a smaller investment in the portfolio company or causing a different Fund to be the syndicating vehicle. When and to the extent that other Funds or personnel, Related Persons or Related Persons Representatives of Lightspeed and its affiliates make capital investments in or alongside the warehousing Fund, Lightspeed and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that the warehousing Fund’s return from a transaction will be equal to and not less than other Funds, Co-Investors or third parties participating in the same transaction or that it will be as favorable as it would have been had such conflict not existed. Lightspeed and Lightspeed personnel are permitted to, from time to time, sell a personal investment to, or buy an investment for their own benefit from, a Client, including through Clients in which Lightspeed may be deemed to be acting for its own account. Such transactions can occur in the context of a deal syndication and pursuant to the guidelines described above, but in any event, where Lightspeed determines such transaction to be a “principal transaction” for purposes of Section 206(3) of the Advisers Act, Lightspeed will make such disclosure and obtain such consent as it determines appropriate to meet the requirements of the Advisers Act. See also Transactions with Other Lightspeed Funds and Co-Investors, Continuation, Secondary and other General Partner-Led Transactions and Participation or Interest in Client Transactions.
Advisory Committee. The Funds will typically each establish an advisory committee, generally consisting of personnel of certain limited partners, or in certain cases, individuals otherwise affiliated with such limited partners, such as third-party advisors. The advisory committees will meet as required to consult with General Partners as to potential conflicts of interest. On any issue involving actual conflicts of interest, the General Partner will be guided by its good faith discretion. If any matter arises that the General Partner determines constitutes an actual conflict of interest between the Funds, on the one hand, and Lightspeed or its affiliates, on the other hand, the General Partner will take such actions as it deems necessary or appropriate in good faith to ameliorate the conflict (and, upon taking such actions approved by the relevant advisory committee, the General Partner will be relieved of any responsibility for the conflict of interest). Under the Governing Documents, a Fund’s advisory committee generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the advisory committee, regardless of whether an individual limited partner is represented by a member of the advisory committee. A Fund’s advisory committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In addition, certain advisory committee members are expected to have various business and other relationships with Lightspeed (including longstanding investing relationships) and its partners, members, employees and affiliates. In certain circumstances, these factors could influence advisory committee members to be more aligned with Lightspeed and the relevant General Partner and favor proposals brought to the advisory committee; in other circumstances, these factors could make advisory committee members more likely to oppose these proposals. Advisory committee members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory committee, and Lightspeed expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A General Partner is authorized to appoint limited partners to the advisory committee of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on an advisory committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Fund and the General Partner and other factors. Lightspeed is permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that a vote cast by an advisory committee member, or a decision made by an advisory committee as a whole, will fully represent their individual interests of every limited partner in the relevant Fund.
Placement Agents. Certain persons have been or may in the future be engaged to serve as placement agents, in each case to assist in the placement of interests in the Funds to certain of its clients and will generally be entitled to charge placement fees to the Funds in respect of such clients in amounts based on the size of a client’s investment in the Funds. The prospect of receiving, or the receipt of, compensation as described in the preceding sentence by a placement agent provides such placement agent with an incentive to favor sales of interests of the Funds to which such placement agent receives such compensation, over sales of interests of Funds to which they do not receive such compensation or receive lower levels of such compensation. Placement agents could also seek to do business with and earn fees or commissions from affiliates of Lightspeed and its portfolio companies as well as other third-party fund sponsors that may have similar or different investment objectives as the Funds. In particular, certain placement agents have pre-existing relationships with Lightspeed and may continue to work with Lightspeed and receive fees and commissions from Lightspeed. Prospective investors should recognize that each placement agent’s participation as a placement agent for interests in the Funds could be influenced by its interest in such current or future fees and commissions. Industry Relationships and Other Potential Conflicts. Lightspeed and its personnel have developed many industry relationships, including personal relationships, with third parties that have the potential to raise conflicts of interest. Such third parties include, but are not limited to, Entrepreneurs, investment bankers, consultants, and formal and informal advisors. Certain third parties are expected to introduce investment opportunities to Lightspeed, provide certain services to a Fund or portfolio company, be (or become) limited partners in the Funds and/or co-invest alongside a Fund. Lightspeed expects that Funds will from time to time pay for certain services provided by such third parties, which payment may or may not bring commensurate benefit to such Funds, but is expected to improve Lightspeed’s and its affiliates’ relationships with portfolio companies, service providers and their respective management teams, as well as improve Lightspeed’s reputation in the industry more generally. This will likely benefit each of Lightspeed and/or its affiliates by, among other things, increasing its ability to raise capital for other investment programs and to consummate investments with companies in which it may seek to invest through its Funds. Such relationships also confer certain intangible and/or other personal benefits or perquisites upon Lightspeed personnel, including luxury entertainment or travel. Notwithstanding the foregoing, Lightspeed believes that such industry relationships, including personal relationships with Lightspeed personnel, indirectly provide longer-term benefits (including strategic, sourcing or similar benefits) to current or future Funds and/or Lightspeed. See also Transactions with Other Lightspeed Funds and Co-Investors and Relationships with Service Providers. Lightspeed and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Fund, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Fund expenses may result in “miles” or “points,” rebates, or credit in loyalty/status programs to Lightspeed and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit Lightspeed and/or such personnel even though the cost of the underlying service is being borne by the Funds, its investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be
subject to the offset arrangements described above or otherwise shared with such Fund, its investors and/or the portfolio companies. In addition, airline travel incurred as a Fund expense for Lightspeed personnel travelling for appropriate Fund-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Fund-related matter) may benefit such Lightspeed personnel to the extent the trip also serves a personal purpose.
Item 9. Disciplinary information
The Firm does not have any legal or other disciplinary events to report that are material to a current or prospective limited partner’s evaluation of the Firm’s advisory business or the integrity of its management.
Item 10. Other financial industry activities and affiliations
Lightspeed UK Advisor LLP, Lightspeed Spain, S.L. Unipersonal, Lightspeed France SAS and Lightspeed Israel Ltd. are all foreign affiliated advisers per subadvisory agreements with the Firm. Lightspeed UK Advisor LLP operates in the UK as an appointed representative of Kroll Securities Limited with the Financial Conduct Authority (FCA). For risks and conflicts information regarding Lightspeed’s relationship with Lightspeed India Partners and Lightspeed Faction, please see Item 8. Certain Lightspeed India Partners affiliates employ personnel and have entered into a Participating Affiliate Agreement with Lightspeed for the provision of certain services by certain associated persons to Lightspeed Funds.
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However, these entities are not related persons (as such term is defined in Form ADV) of Lightspeed. The Firm is also one of the owners and Controlling Persons of Faction Ventures, LLC (d/b/a Faction or Lightspeed Faction), a Registered Investment Adviser (RIA) with the SEC. See applicable risks and conflicts described above in Item 8. As described above in Item 4, Lightspeed is affiliated with the Funds’ General Partners, which are subject to the Advisers Act pursuant to Lightspeed’s registration. These General Partners together with Lightspeed operate as a single advisory business and serve as the General Partner, affiliate or managing members of private investment funds and other pooled vehicles and share common owners, officers, partners, employees, consultants, Operating Partners or persons occupying similar positions.
Item 11. Code of ethics, participation in client transactions and personal trading
Trading Code of Ethics Pursuant to Rule 204A-1 of the Advisers Act, Lightspeed has adopted a written code of ethics (“Code of Ethics”) that sets forth standards of conduct expected of supervised persons and addresses personal trading and reporting of personal securities transactions, gifts and entertainment and outside business activities, among other topics. The Code of Ethics requires all supervised persons to place Fund interests ahead of the Firm’s interests and to maintain full compliance with the federal securities laws.
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With respect to third parties that are not subject to the trading restrictions under Lightspeed’s Code of Ethics and that may otherwise obtain sensitive and non-public information relating to a Fund investment or prospective investment (e.g., Co-Investors, consultants, legal, financial, diligence, public relations and other similar service providers), such persons typically are subject to contractual provisions in confidentiality agreements or professional obligations that prohibit the misuse of any such information. Supervised persons are required to certify their compliance with the Code of Ethics upon hire and on an annual basis thereafter. Supervised persons who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, censure, fines, suspension or dismissal. Supervised persons are also required to promptly report any violations of the Code of Ethics of which they become aware. Lightspeed will provide a copy of its Code of Ethics to any existing or prospective limited partner upon request to Lightspeed’s Chief Compliance Officer at (650) 234-8300 or compliance@lsvp.com. However, Lightspeed reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with Lightspeed on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential to materially affect the investments available to the Funds or the expenses borne thereby. Personal Trading The personal trading policy for Lightspeed supervised persons is set forth in Lightspeed’s Code of Ethics and is acknowledged as received and understood by each supervised person. Lightspeed’s personal trading policies are designed to ensure that no Fund is disadvantaged by the transactions executed by a supervised person and that supervised persons do not misappropriate any benefit properly belonging to a Fund. Lightspeed’s supervised persons and their covered family members are prohibited from trading, either personally or on behalf of others, in securities while in possession of material non-public information regarding publicly traded securities or communicating material non-public information about such securities to others. Supervised persons are permitted to make securities transactions in their personal accounts, subject to certain limitations. Lightspeed maintains a restricted list of issuers about which it has or may have material non-public information. Pre-clearance is required by supervised persons and their covered family members for certain personal securities transactions, including trading in restricted list securities, initial public offerings and limited offerings. In addition, supervised persons are required to file certain reports or attestations and/or link certain brokerage accounts to Lightspeed’s compliance software to enable monitoring of personal trading by the Chief Compliance Officer or their designee. Because Lightspeed’s business focuses primarily on private market investments, Lightspeed expects that instances of supervised persons having access to material nonpublic information regarding publicly traded securities will be relatively infrequent.
The principals, members and employees of Lightspeed will occasionally carry on investment activities for their own account and for family members, and in connection therewith, can potentially give advice and recommend securities that differs from advice given to, or securities recommended or bought for, the Funds, even if their investment objectives are the same or similar. In addition, consistent with the Governing Documents, principals, members and employees are permitted to buy securities in transactions offered to, but rejected by, the Funds, that are (1) outside the investment mandate of the Funds or (2) in public portfolio companies held by the Funds in certain circumstances. Additionally, in an effort to build relationships with founders and companies, supervised persons at times have an opportunity to, and often do, make personal investments within the Funds’ mandates that are not at that time appropriate for or available to a Fund, or alongside a Fund, in order to form deeper connections with such companies, get insight into their industries and ecosystems over time, and further develop their networks and relationships with the founders, CEOs and boards of such companies. For example, from time to time, supervised persons will make investments in venture capital funds in which the Funds invest. Lightspeed has found such activity to be fruitful to both its business development efforts and the talent development of its investing professionals. All such principal, member and employee private investments are subject to pre-approval and/or review by the Chief Compliance Officer or their designee. Participation or Interest in Client Transactions Certain Lightspeed principals, members, employees and their family members have invested in the Funds either through the General Partner and/or as Fund limited partners. As mentioned in Item 5 and Item 6 above, Lightspeed generally reduces all or a portion of the Management Fee and Carried Interest related to investments held by such persons. Lightspeed does not believe this arrangement presents any material conflict of interest since the General Partners’ interests are aligned with the interests of limited partners in the Funds. Section 206(3) of the Advisers Act generally prohibits investment advisers from engaging in principal, cross and agency cross transactions without the appropriate disclosure and consent. Lightspeed will only enter into a principal, cross or agency cross transaction with the disclosure and consent as may be required by the relevant Governing Documents, if any, or otherwise deemed appropriate by Lightspeed. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, knowingly buys from or sells a security to an advisory client. This applies to any affiliates or controlling persons of the adviser (i.e., an owner, employee or affiliate of the adviser, such as a Fund General Partner). Cross trades between funds can also be deemed to be principal transactions if the adviser (and/or its affiliates, owners or controlling persons) own, in the aggregate, 25% or more of either fund. In the context of Lightspeed’s business, a principal transaction could arise in the context of a principal of Lightspeed warehousing an investment for another fund or a future fund – however, no such principal transactions have been consummated as of the date of this filing. Cross transactions occur when an adviser or an affiliate arranges a transaction (i.e., acts as broker) between two or more
funds or accounts that are managed by that same adviser or an affiliate. An adviser is not “acting as a broker” if the adviser receives no compensation (other than the advisory fee earned in the ordinary course of managing the assets) for effecting the transaction and therefore is not considered to be conducting a cross transaction under Section 206(3) of the Advisers Act. In the context of Lightspeed’s business, a cross transaction could arise in the context of one Fund warehousing an investment for another Fund or future Fund, including co-invest vehicles. This situation may also occur when selling a portfolio company, investment or other asset from one Fund to another. Agency cross transactions occur when an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer, which is not applicable to Lightspeed. Any of these transactions create conflicts of interest because Lightspeed may have an incentive to favor its own interests or the interests of one advisory client over another when allocating investment opportunities, selecting the timing or price of transactions, or deciding whether to enter into the transaction at all. For instance, by not exposing such transactions to market forces, it is possible a Fund will not receive the best price otherwise possible, or Lightspeed might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. In the event Lightspeed were to recommend a principal transaction or cross transaction, it would only be after: (i) the Firm has determined the transaction to be in the best interest of participating clients; (ii) the transaction is permitted by the relevant Governing Documents; (iii) proper disclosure is given to the relevant General Partner, advisory committee or limited partners, as appropriate; (iv) consent is obtained from the appropriate parties; and (v) the Firm ensures that best execution is achieved for the transaction. Conflicts of Interest If any matter arises that Lightspeed determines in its good faith constitutes an actual conflict of interest, Lightspeed will take such actions as it deems necessary or appropriate, and as permitted by any applicable Fund’s Governing Documents, to address the conflict. The Governing Documents of each Fund include a description of what Lightspeed believes to be certain material conflicts of interest associated with an investment in that Fund. Some of these conflicts are summarized in Item 8 above.
Item 12. Brokerage practices
While Lightspeed generally focuses on securities transactions in private companies and purchases and sells such companies through privately negotiated transactions, the Funds are permitted to engage broker-dealers and investment bankers to perform various services for the Funds and portfolio companies, such as assisting in the purchase or sale of a private portfolio company, assisting in the purchase or sale of shares of securities of a public portfolio company or purchasing or selling publicly
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traded securities. Lightspeed has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker-dealer or investment banker, if any, to be used to effect transactions for the Funds. In executing transactions, Lightspeed will seek best execution of the transaction. Best execution is a qualitative assessment that takes into account the full range and quality of a broker-dealer or investment banker’s services and is satisfied by obtaining the most advantageous overall terms for the Fund(s) when weighing all factors relevant to the transaction. Best execution is therefore not necessarily determined by lowest possible commission rates. Whether for private or public securities transactions, Lightspeed selects a broker-dealer or investment banker based on Lightspeed’s judgment regarding a variety of factors, including but not limited to: Lightspeed’s prior experience in working with the broker-dealer or investment banker; the brokerdealer or investment banker’s execution capability, financial responsibility, reputation and expertise within the industry; the broker-dealer or investment banker’s responsiveness to the Firm; the brokerdealer or investment banker’s expertise in dealing with investments that are restrictive or illiquid in nature; the type and size of the transaction involved; the value of any research services provided; and the commission rates, among other factors. Although Lightspeed generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent, especially in private securities transactions that rely heavily on the specialty services or experience of a broker-dealer or investment banker that operate outside of a competitive bidding environment. Transactions that involve such specialized services on the part of the broker-dealer or investment banker can thereby entail higher commissions, or their equivalents, than would be the case with other transactions requiring more routine services. Lightspeed does not receive research or other soft dollar benefits in connection with securities transactions for the Funds, does not receive limited partner referrals in connection with selecting or recommending broker-dealers for the Funds and does not engage in directed brokerage. In the event Lightspeed were to aggregate the purchase or sale of securities for client accounts, it would do so on a pro rata basis.
Item 13. Review of accounts
Review of Accounts The investment portfolios of the Funds are generally private, illiquid and long-term in nature and accordingly Lightspeed’s review of them is not directed toward a short-term decision to dispose of securities. Lightspeed investment professionals monitor the portfolio companies of the Funds and maintain an ongoing oversight position in such portfolio companies. Lightspeed aims to hold board seats for the investments it makes or otherwise acts to influence control of the management of the investments. Moreover, a team of investment professionals assigned to the portfolio company monitors performance through regular management meetings, as well as detailed reviews that occur as needed. The team includes principals and other investment professionals of Lightspeed at differing levels of seniority.
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Investor Reporting Lightspeed provides to limited partners on behalf of its Funds the following written reports: (i) annual audited financial statements prepared in accordance with GAAP as promulgated by the Financial Accounting Standards Board (“FASB”), accompanied by the report of the independent certified public accountant within 120 days of fiscal year end (or earlier as agreed to in the relevant Governing Documents), which include a statement of the value of each investment as of the end of the preceding calendar year; (ii) unaudited financial statements for the first three quarters of each fiscal year; and (iii) annual tax information necessary for the completion of tax returns (K-1, K-3, 1042-S). The Firm also has contact with limited partners (e.g., personal visit, video conference, telephone and email) throughout the year as requested and/or as conditions warrant. Additionally, not all limited partners conduct due diligence or monitor their investments in vehicles such as a Fund in the same manner. For example, in the course of conducting due diligence, limited partners periodically request information pertaining to Lightspeed’s investments and track record. Lightspeed responds to these requests, and in answering such requests, provides information that is not always made available to other limited partners who have not requested such information. As it pertains to existing limited partners, upon request or pursuant to contractual obligations, such as representation on a Fund advisory committee or through a negotiated side letter or similar agreement, certain limited partners receive additional information and reporting that other limited partners do not receive. As a result, certain limited partners will have more information about a Fund than other limited partners (and it is possible such limited partners will take action upon such information). Where limited partners are Co-Investors in a portfolio company, they are likely to receive more detailed information concerning that portfolio company than other limited partners that are not CoInvestors.
Item 14. Client referrals and other compensation
Lightspeed does not receive any monetary compensation or any other economic benefit from a nonclient for the provision of investment advisory services to a client. When raising capital for a new Fund, Lightspeed has in certain circumstances engaged the services of one or more placement agents for the placement of Fund interests. Placement agent fees are typically payable by the Funds and offset dollar-for-dollar against the Management Fee. This arrangement presents a conflict of interest in that the placement agent receives direct and/or indirect compensation as a result of its endorsement of Lightspeed, which incentivizes the placement agent and its associated persons to recommend an investment with a Lightspeed Fund.
Item 15. Custody
Lightspeed is deemed to have custody of the Funds’ assets because the General Partners are not operationally independent from Lightspeed: each Fund’s General Partner generally has full discretion and control over Fund investments and cash, including the ability to deduct fees from Fund accounts.
To comply with Advisers Act Rule 206(4)-2 (the “Custody Rule”), Lightspeed has elected to undergo an annual GAAP financial statement audit by an independent public accountant registered with and subject to examination by the Public Company Accounting Oversight Board for each of the Funds over which it is deemed to have custody, copies of which are (or
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will be, for newly closed Funds) delivered to the Funds and their respective limited partners within 120 days of fiscal year end (or earlier as agreed to in the relevant Governing Documents). Upon the final liquidation of a Fund, Lightspeed will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Fund to all underlying limited partners promptly upon completion of the audit. Limited partners are encouraged to carefully review such financial statements. In addition, Fund limited partners should compare any statements received from the qualified custodian with any statements sent by Lightspeed. Lightspeed does not accept physical custody of Fund assets (other than certain privately offered securities to the extent permitted by the Advisers Act). Called capital is directly deposited or wired into the relevant Fund’s bank account maintained with a qualified custodian and public securities are held with broker-dealers or transfer agents who act as custodians for such securities. Lightspeed receives monthly statements from each of its qualified custodians on behalf of the Funds. For more information about the Funds’ qualified custodians, please see Form ADV Part 1, Schedule D, Section 7.B.(1).
Item 16. Investment discretion
Except with regard to limited circumstances where Lightspeed manages a Fund for a particular limited partner that is required to opt into, or may opt out of, investments allocated to it, Lightspeed is retained on a fully discretionary basis and is authorized to determine and direct the execution of portfolio transactions pursuant to the terms of each Fund’s Governing Documents. To become a limited partner in a Fund, an investor must execute, among other documents, a subscription agreement and a limited partnership agreement (or similar agreement) with a Fund.
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Such documents generally contain a power of attorney that grants Lightspeed or the applicable Fund’s General Partner certain powers related to the orderly administration of the affairs of the Fund (including execution of the limited partnership agreement on a limited partner’s behalf). Once a limited partner executes these documents, with limited exceptions discussed elsewhere in this Brochure, Lightspeed is not required to contact such limited partner prior to transacting business in a Fund. Generally, Lightspeed’s only restrictions with respect to managing a Fund, such as, but not limited to, the type of securities in which a Fund invests, will be contained in the relevant Fund’s Governing Documents. However, a limited partner can seek to impose limitations on Lightspeed’s authority through a side letter agreement, and the Firm and/or the relevant General Partner can choose to accept reasonable limitations or restrictions at their discretion. All limitations and restrictions placed upon Lightspeed’s investment authority with respect to a limited partner’s investment must be presented to Lightspeed and the relevant Fund’s General Partner in writing and agreed to by all applicable parties.
Item 17. Voting client securities
By virtue of the applicable Governing Documents, Lightspeed has the authority to vote proxy statements for public companies (“Proxy” or “Proxies”) on behalf of the Funds. However, given the nature of Lightspeed’s advisory business, the Funds hold a limited number of public securities; the majority of “proxies” received by Lightspeed are written shareholder consents or similar instruments for private companies owned by the Funds. Specifically, from time to time, portfolio companies request Lightspeed (usually through the General Partner of the applicable Fund) to consent to certain issues pertaining to the portfolio company’s business and requiring equity owner approval.
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In these cases, Lightspeed considers factors that could affect the value of the investment and will act in the manner that it believes maximizes the value of its investment in portfolio companies for the benefit of each relevant Fund. Lightspeed has adopted Proxy voting policies and procedures pursuant to Advisers Act Rule 206(4)6. Lightspeed’s Proxy voting policy seeks to ensure that it votes Proxies in the best interest of the Funds with a goal towards maximizing overall value. Pursuant to its policy, Lightspeed will generally vote in accordance with management’s recommendations unless Lightspeed determines that voting in such a manner is in conflict with the best interests of the Fund’s limited partners. Lightspeed generally believes its interests are aligned with those of the Funds’ limited partners through the principals’ beneficial ownership interests in the Funds. However, in the event that there is a conflict of interest in voting Proxies, Lightspeed’s Proxy voting policy provides that the Firm can address the conflict using several alternatives, including by seeking the approval or concurrence of an advisory committee on the proposed Proxy vote, or through other alternatives as set forth in Lightspeed’s Proxy voting policy. Limited partners in the Funds cannot direct how Lightspeed votes Proxies or shareholder consents, nor is Lightspeed required to seek limited partner approval or direction when voting Proxies or when giving consent on any matter requiring the consent of shareholders. Lightspeed will provide a copy of its Proxy voting policy to limited partners upon request to Lightspeed’s Chief Compliance Officer at (650) 234-8300 or compliance@lsvp.com. Limited partners can also obtain information from the Firm, free of charge, about how Lightspeed voted any previous Proxies, if any.
Item 18. Financial information
Lightspeed does not require or solicit prepayment of more than $1,200 in fees per Fund, six months or more in advance; has no financial condition reasonably likely to impair its ability to meet contractual commitments to Funds or limited partners; and has not been the subject of a bankruptcy proceeding.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.