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efta-efta00810642DOJ Data Set 9OtherDS9 Document EFTA00810642
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Asset
Management
Viola Growth III Access LP
Viola Growth III Access Offshore LP
(together, "Viola Growth III Access" or the "Access Fund")
May 2018
Viola Growth Ill Access has not been launched yet as of the date above. Note that inlit Viola Growth Ill Access holds its first close. the Access Fund has not launched. This presentation is deivered solely as
reference material with respect to Vida Growth III Access. an investment product Thal Goldman Sachs may offer in the future.
This overview provided herein is delivered solely as reference material with respect to Viola Growth III Access and is for informational purposes any. It does not constitute an offer to sell or a solicitation of an
offer to buy any interests in Viola Growth III Access: any such offering will occur only in accordance with the terms and condlions set forth in the Private Placement Memorandum pertaining to such partnership.
Investments in Vida Growth III Access will be subject to substantial investment restrictions and will be illiquid: investors are strongly urged to review carefully the relevant offering memorandum and other
documents pertaining to such partnership. Goldman Sachs does not provide accounting. tax or legal advice to its clients and
investors are strongly urged to consult with their own advisors regardng any
potential strategy or investment. This overview is confidential and may nol be reproduced or transferred. in whole or in pan. to any other party without the express written consent of Goldman Sachs. This deck
is only approved for cistrthution within the US. For distribution to PWM investors outside of the US. PWM Compliance approval is required.
Goldman Sachs is acting as placement agent for the Access Fund. The Access Find is being organized by Goldman Sachs & Co. LLC or its affiliates (collectively. 'Goldman Sachs') and wd invest substantially
all of its assets in Viola Growth III. L.P. ( 'Fund HID. The overview provided herein relates solely to the Access Fuld and does not constitute an oiler to sell or a solicitation of any offer to buy or any other
marketing of any limited partner interests in Fund III. Investors in the Access Fund will not be limited partners in Fund Ill and will not have any of the rights of a limited partner in Fund III.
Fund III will not be managed or otherwise controlled by Goldman Sachs. and an investment directly in Fund III is not an investment in a Goldman Sachs investment vehicle. Rod III will be managed by Viola
(the 'Manager"), which is not an affiliate of Goldman Sachs. Except for information relating directly to Goldman Sachs. the information contained herein. inducing the desorption of Fund III. its management
and investment strategies. has been provided to Goldman Sachs by the Manager. The views or opinions expressed in these materials are the views or opinions solely of the Manager. and Goldman Sachs
neither agrees nor disagrees with those views and opinions. Goldman Sachs makes no representations. guarantees or warranties of any kind whatsoever regarding the materials provided by the Manager.
Alternative Investments are suitable only for sophisticated investors for whom such investments do not constitute a complete investment program and who fully understand and are wing to assume the risks
involved in Alternabve Investments. Alternative Investments by their nature. involve a substantial degree of risk, including the risk of total loss of an investor's capital. This strategy is Stable for investors who
believe that there are benefits to be gained from investing in private securities. This strategy is not suitable for investors who cannot tolerate the lack of liquidity. Investors should understand that the Access
Fund wit be investing in private searities and therefore the Access Fund's liquidity will be limited. Your capital will be put at risk and you may lose some or all of your Investment. Additionally. your
investment xi be locked•up for a certain period of time. Your ability to redeem or transfer your investment or delay receipt of redemption or transfer proceeds may be limited.
Private & Confidential — For Use with PWM Investors / Professional Investors Only
EFTA00810642
Executive Summary
Viola Growth Ill Access
Asset
Management
Goldman Sachs seeks to provide access to Viola, an established and highly regarded investor in the Israeli
technology sector
Strategy
Market
Opportunity
Team
• Viola Growth III Access LP and Viola Growth III Access Offshore LP (together, the 'Access Fund") will invest in Viola
Growth III, L.P. (the 'Fund" or 'Fund III"), a private equity vehicle managed by the Viola Group ("Viola" or the "Firm")
• The Fund will pursue expansion phase investments in global technology companies that are based in Israel or have
strong connections to Israel
• Viola seeks to invest in companies that cater to a large global market and will not invest in "local only" businesses
• The Israeli market is characterized by (1) significant R&D expenditures representing 4.3% of GDP compared to 2.8% In
the U.S. and (2) one of the highest proportional shares of scientists and engineers per residents in the world, leading Israel
to produce nearly 1,200 new technology start-ups each year'
• Israel has an increasingly dynamic M&A environment, with exits totaling approximately $22 billion in 2017 compared to
$700 million in 20102
• While Israel has an established venture capital and traditional buyout investing community, there are relatively fewer
funds focused on growth equity investing
• Founded in 1999 by Harel Beit-On, Avi Zeevi, Shlomo Dovrat, and the late Aharon Dovrat, Viola Group is an Israel-based
investment firm that currently manages nearly $3 billion in AUM across five separately-managed strategies3
• The Firm has deep relationships within the community, recently hosting over 150 CEOs and founders of Israeli growth
stage technology companies in Tel Aviv for the 2017 inaugural Israel Growth Summit
• Established in 2008 by Harel Beit-On, Viola Growth is currently raising Fund III to continue the investment strategy and will
primarily target companies with revenues over $10 million In the fields of cloud analytics, marketing, flntech,
machine learning and cybersecurity
these objectives wil be met. The Access Furd. unless otherwise noted, has not yet been launched. Some of the information contained herein may have been provided by the manager. Viola. and Goldman
Sachs makes no representation as to its accuracy or completeness.
Private & Confidential — For Use with PWM Investors / Professional Investors Only
EFTA00810643
Preliminary Summary of Terms
Viola Growth
Minimum Subscription
Management Fee'
Carried Interest'
Investment Period
Fund Term
Viola Growth III Access
Viola Growth Ill. L.P.
(Access Fund)
(Fund III)
St million
$5 million
See underlying Fund III: no additional fees for the
Access Fund
See underlying Fund
no additional fees for the
Access Fund
Asset
Management
2.0% of commitments during the investment period,
2.0% of commitments reduced by contributions for realized
investments and write-offs thereafter
20% carried interest, subject to a 5% preferred return
Term will coincide with the term of Fund III
5 years
Term will coincide with the term of Fund III
10 years, subject to two successive 1-year extensions
For illustrative purposes only. Investment terms are prebrnnary and are subject to change in accordance with the oflenng documents. The descriptions set forth above are a summary of certain proposed
terms and are not intended to be complete. This should not be construed as providing any assurance or guarantee as to the actual terms of the proposed fund. Goldman Sachs has no obligation to offer such
a fund. If such a product is offered. please carefully review the offering documents and any supplements thereto (copies of which will be available upon request) for a complete description of all information
regarding the fund including the fund's structure. terms, and portfolio charactensbcs. prior to making an investment decision. 'Please see the Viola Growth III Access Private Placement Memorandum.
Goldman Sachs will receive a placement fee on aggregate Viola Growth III Access commitments: please see the Viola Growth III Access Private Placement Memorandum. There are no separate fees for the
Access Fund.
Private & Confidential — For Use with PWM Investors / Professional Investors Only
2
EFTA00810644
Risk Considerations & Disclosures
Viola Growth III Access
Han
Asset
Management
This overview is occidental and may not be reproduced or tnansferred, in whole or in part. to any other party that is not an employee. officer. director, or authorized agent of the recipient without the express
written consent of Goldman Sachs.
The material provided herein is for informational purposes only and deivered solely as reference material with respect to the Access Find. This overview does not constitute an offer to sell or a solicitation of
an offer to buy any iterests in the Access Fund. Any offering of the Access Fund will occur only in accordance with the terms and conditions set forth in their Private Placement Memorandum. Prior to
investing. investors are strongly urged to (a) carefully review the Private Placement Memorandum (including the risk factors deserted therein). the subscription agreement and as other documents pertaining
to the Access Find. as well as the offering memorandum of Fund III. inducing the risk factors discussed in 'Risk Factors" contained in such offering memorandum (and which offering memorandum contains
the beliefs. views and opinions solely of Viola as to which Goldman Sachs takes no responsibility and makes no representations or warranties of any kind whatsoever. except with respect to information
relating drectly to Goldman Sachs). (0) ask such additional questions of Goldman Sachs Asset Management. L.P.. in its capacity as investment manager of the Access Find. as they deem appropriate and
(c) discuss any prospective investment in the Access Fund with their legal and tax advisers in order to make an independent determination of the suitability and consequences of such an investment.
Investment in the Access Fund is Stable only for sophisticated investors for whom an investment in the Access Fund does not constitute a complete investment program and wno fully understand. and are
willing to assume. the risks involved in investing in the Access Fund. The possibility of partial or total loss of the Access Fund's capital exists. and prospective investors should not subscribe unless they can
ready bear the consequences of such loss. My losses in the Access Fund will be borne solely by investors in the Access Fund and not by Goldman Sachs: therefore. Goldman Sachs' losses in the Access
Fund MI be limited to losses attributable to the ownership interests in the Access Fund, if any. held by Goldman Sachs in its capacity as an investor in the Access Fund. Ownership interests in the Access
Fund are not insured by the Federal Deposit Inswance Corponation, and are not deposits. obligations of. or endorsed or guaranteed in any way, by any banking entity.
No person has been authorized to give any information a to make any representation, warranty, statement or assurance not contained in the Private Placement Memorandum and. it given or made. such
other information or representation. warranty. statement or assurance may not be relied upon.
Investors in the Access Fund will not be direct investors in or have contractual recourse against Find Ill or Viola. Limited Partners in Find III may receive additional information not provided to investors in
the Access Fund.
The offering of interests in the Access Fund Mil be made in reliance upon an exemption from registration under the Securities Act of 1933. as amended. for offers and sales of securities that do not involve a
public offering. No public or other market will develop for the Access Fund's interests. which are higNy illiquid. Access Fund interests are not transferable without the consent of the general partner of the
Access Fund. and the satisfaction of certain other conditions. including compliance with federal and state secuities laws. The Access Fund will not be registered as an investment company under the U.S.
Investment Company Act of 1900. as amended (the "Investment Company Act'). The general partner of the Access Fund is requiring that each purchaser of interests in the Access Fund must be a 'qua/lied
purchaser as defined in the Investment Company Act.
Viola will impose significant fees. including incentive fees. on its investors (including the Access Fundy and such fees will reduce the Access Fund's returns. The Access Fund may invest in securities of non-
U.S. issuers. These investments are subject to risks relating to the legal. regulatory, economic and political environments of the relevant country or region.
Certain information contained herein constitutes 'forward- looking statements." which can be identified by the use of forward-looking terminology such as *may."will."should.- 'expect." 'anticipate:
*protect."'estimate."intencr 'continue' or 'believe' or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties. actual events or results or the
actual performance of the Access Fund and Fund III may differ materially and adversely from those reflected or contemplated in the forward-looking statements. See 'Risk Factors' in the offering
memoranda of the Access Fund and of Find Ill.
To the extent this presentation is used by Private Wealth Management, this presentation is intended only to facilitate your discussions with Goldman Sachs as to the opportunities evadable to ow Private
Wealth Management clients. The presentation is not intended to be used as a general guide to investing. It makes no implied or express recommendations to purchase or sal a security or concerning the
manner rt which any client's account should or would be handled. as finding the appropriate investment strategies for a client will depend upon the clients investment objectives.
Prospective investors should not rely on the fact that certain of Goldman Sachs' partners and employees and/or Goldman Sachs' managed funds may invest in Fund III given. among other considerations.
differing investment objectives, relative risk tolerance and the size of the expected investment relative to the entire investment portfolios of Goldman Sachs' partners and employees and/or Goldman Sachs'
managed funds. If such investment is made, the fees and other terms on which Goldman Sachs' partners and employees and/or Goldman Sachs' managed funds may invest may differ from, and be more
favorable than. the terms upon which other investors Mil invest inducing potentially reduced or waived fees. None of Goldman Sachs. its partners or employees. funds managed by Goldman Sachs. or any
of the.r respective affiliates is makig any independent investment decision. analysis or recommendation on behalf of any prospective investor with respect to the substantive merits of a potential investment
Private & Confidential — For Use with PWM Investors / Professional Investors Only
3
EFTA00810645
Risk Considerations & Disclosures
Viola Growth III Access
Asset
Management
in the Access Fund or the Access Fund's investment in Fund Ill and. therefore. except to the extent metered by law, none of Goldman Sachs. its partners or employees or their affiliates is acting as an
adviser to investors, or has any fiduciary or other duty to investors, in connection with an investment in the Access Fund. Prospective investors in the Access Fund are responstle for making. and must
make, their own assessment (together with their advisers) of the merits and risks of investing in the Access Fund. including by perfuming thee own legal. accounting and tax analysis of this offering.
There may be conflicts of interest relating to Viola and Goldman Sachs. and between the Access Fund and thee service providers. inducing the investment manager and Goldman Sachs. who are engaged
in businesses and have interests other than that of managing. distributing and otherwise providing services to the Access Fund. These activities and interests include potential multiple advisory.
transactional, financial and other interests in securities and instruments that may be purchased or sold by Fund III, or in other investment vehicles that may purchase or see such securities and instruments.
These are considerations of which investors in the Access Fund should be aware. Additional information relating to these conflicts is set forth er the applicable Private Placement Memorandum.
Private equity investments are speculative, highly illiquid. involve a high degree of risk. have high fees and expenses that could reduce returns, and subject to the possibility of partial or total loss of fund
capital: they are. therefore, intended for experienced and sophisticated long-term investors who can accept such risks. There can be no assurance that any objectives or targets stated in this material can be
achieved; any targets provided are subject to change and do not provide any assurance as to future results. The ability of underlying funds to achieve their objectives or targets depends upon a variety of
factors. not the least of Much are political. public market and economic conditions. My historical performance of individual partnerships shown is for informational purposes only and does not guarantee their
future performance. which can vary considerably. The trading market for the securities of any portfolio investment of the underlying funds may not be sufficiently lipid to enable such funds to see such
sectrities when it believes it is most advantageous to do so, or without adversely affecting the stock pica. In addition. such portfolio companies may be highly leveraged which leverage could have
significant adverse consequences to these companies and the funds offered by AIMS Private Equity. Furthermore. restrictions on transferring interests in AIMS Private Equity funds may exist so prospective
investors should be prepared to retain their investments in any AIMS Private Equity fund until the fund liqu dates. For a complete discussion of risks that are unique to a particular AIMS Private Equity fund.
please refer to the respective fund's offering documents. which should be carefully reviewed prior to investing.
Supplemental Risk Disclosure for MI Potential Direct and Indirect Investors in Hedge Funds and other private investment funds (collectively. "Alternative Investments")
In connection with your consideration of an investment in any Alternative Investment. you should be aware of the 'cloning risks:
Alternative Investments are subject to less regulation than other types of pooled investment vehicles such as mutual funds.
Alternative Investments may impose significant fees, including incentive fees that are based upon a percentage of the realized and unrealized gains. and such fees may offset all or a significant portion of
such Alternative Investment's trading profits. An individual's net returns may differ significantly from actual returns.
Alternative Investments are not required to provide periodic pricing or valuation information. Investors may have fl ed rights with respect to their lwestments. including limited voting rights and
participation in the management of the Alternative Investment.
Alternative Investments often engage in leverage and other lwestment practices that are extremely speculative and involve a high degree of risk. Such practices may increase the volatility of
performance and the risk of investment loss. inducing the loss of the entre amount that is invested.
Alternative Investments may purchase instruments that are traded on exchanges located outside the United States that are 'principal markets' and are subject to the risk that the counterpart' will not
perform with respect to contracts.
Past performance does not guarantee future results. which may vary. The value of investments and the income derived from iwestments will fluctuate and can go down as well as up. A loss of principal
may occur.
Alternative Investments are offered in reliance upon an exemption from registration under the Semites Act of 1933. as amended. for ones and sales of sectaries that do not involve a public offering.
No public or other market is available or will develop. Siniady, interests in an Alternative Investment are highly illiquid and generally are not transferable without the consent of the sponsor. and
applicable securities and tax laws wM limit transfers.
Alternative Investments may themselves invest in instruments that may be highly illiquid and extremely difficult to value. This also may limit you ability to redeem or transfer your investment or delay
receipt of redemption or transfer proceeds.
Alternative Investments are not required to provide their investors with periodic pricing or valuation information.
Alternative Investments may involve complex tax and legal structures and accorcingly are only suitable for sophisticated investors. You are urged to consult with your own tax. accounting and legal
Private & Confidential — For Use with PWM Investors / Professional Investors Only
4
EFTA00810646
Risk Considerations & Disclosures
Viola Growth III Accese
Asset
Management
•
advisers regarding any investment in any Alternative Investment.
Prospective investors should inform themselves as to any applicable legal requirements and taxation and exchange control regulations in the countries of their citizenship. residence or domiole which
might be relevant.
No Distribution: No Offer or Solicitation. This material may not, without Goldman Sachs' prior written consent. be (i) copied. photocopied or duplicated in any form, by any means. or 0) distributed to any
person that is not an employee. officer, director. or authorized agent of the recipient. This material is not an offer a solicitation with respect to the purchase or sale of any security in any jurisdiction in which
such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation.
UK Disclaimer
This material is for your information only and is not intended to be used by anyone other than you. To the extent this presentation is used by Private Wealth Management. this presentation is intended only to
(acetate your discussions with Goldman Sachs as to the opportunities available to our Private Wealth Management clients. This is not an offer or solicitation with respect to the purchase or sale of any
security. This presentation is intended only to facilitate your discussions with Goldman Sachs International ('GSI'). who are authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and Prudential Regulation Authority. as to the opportunities available to our retail clients. The presentation is not intended to be used as a general guide to investing. or as a source of any
specific investment recommendations, and makes no implied or express recommendations concerning the manner in which any clients account should or would be handled. as finding the appropriate
investment strategies for a client wi depend upon the dents investment objectives.
This presentation does not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such
offer or solicitation. It is the responsibility of any person or persons in possession of this material to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction.
Prospective investors should inform themselves and take appropriate advice as to any applicable legal requirements and any applicable taxation and exchange control regulations in the countries of their
citizenship, residence or domicile which might be relevant to the subscription. purchase. holdng. exchange. redemption or disposal of any investments.
Information contained herein is believed to be reliable but no warranty is given as to its completeness or accuracy and views and opinions. whilst given in good faith. are subject to change without notice.
GSI. andlor its affiliates (together 'Goldman Sachs") and its officers. directors, and employees. inducing persons rivolved in the preparation or issuance of this material. may from tine to time have 'long' or
'short' positions n. or buy or set. or otherwise have a material interest in. the vwestments mentioned herein or in related investments including. without limitation. securities, commodities. derivatives
(inducing options) or other financial products of companies mentioned herein. In addition. Goldman Sachs may have served as manager or co-manager of a public offering of securities by any such
company within the past 12 months ardor may be the only marital maker in relation to ',vestments mentioned herein andor may be providing significant advice or investment services in relation to
investments mentioned herein or related investments or have provided such advice or services within the previous 12 months.
Past performance is not a guide to future performance and the value of investments and the income derived from them can go down as well as in. Future returns are not guaranteed and a loss of principal
may occur. Changes in exchange rates may cause the value of an investment to increase or decrease. Some investments may be restricted or illiquid. there may be no readily available market and there
may be difficulty in obtaining reliable information about their value and the extent of the risks to which such investments are exposed. Certain investments, including warrants and similar securities, often
involve a high degree of gearing or leverage so that a relatively small movement in price of the underlying security or benchmark may result in a disproportionately large movement. infavonable as well as
favorable. in the price of the warrant or similar security. In addition. certain investments, including futures. swaps. forwards. certain options and derivatives. whether on or off exchange. may involve
contingent liability resulting in a need for the investor to pay more than the amount originally invested and may possibly result in unquantihable further loss exceeding the amount invested. Transactions in
over-the-counter derivatives involve addtionat risks as there is no market on which to close out an open position: it may be impossible to liquidate an existing position, to assess the value of a position or to
assess the exposure to risk. Investors should carefully consider whether such investments are suitable for them in light of their experience. circumstances and financial resources.
No part of this material may be i) copied. photocopied or duplicated in any form. by any means. or ii) redstributed without the prior written consent of GSI.
Indies are urrnanaged, and the figures for the index do not reflect any fees or expenses. We strongly recommend that these factors be taken into consideration before an investment decision is
made. Investors cannot invest directly in indices.
References to market or composite indices, benchmarks or other measures of relative market performance over a specified period of time (*benchmarks') are provided by Goldman Sachs for your
information purposes only. Goldman Sachs does not give any commitment or undertaking that the performance of your account(s) will equal. exceed or track any benchmark.
Private & Confidential — For Use with PWM Investors / Professional Investors Only
5
EFTA00810647
Risk Considerations & Disclosures
Viola Growth Ill Accese
Asset
Management
GS may record telephone conversations and monitor emais between GS and you (and any of your authorised. connected or affiliated persons) for the purpose of evidencing your instructions. monitoring
query of service. for compliance and security purposes. otherwise for GS's internal records or where required by Amicable Rules.
This material has been approved for issue in the United Kingdom solely for the purposes of Section 21 of the Friancial Services and Markets Act 2000 by GSI. Peterborough Court. 133 Fleet Street. London
EC4A 288. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority
Certain aspects of the investment strategy described
this presentation may from time to time kiciixle commodity interests as defined under applicable law.
For investors based / receiving this document in the United Kingdom. This document may contact references to *non-mainstream pooled investments'. as darned in the UK friancial Conduct Auttoritis
Handbook of Rules and Guidance (the 'FCA Handbook'). Non-mainstream pooled investments ildude (without limitation) unregulated collective investment schemes and certaM structured products. Where
this document refers to non-mainstream pooled investments. this document and the non-mainstream pooled investments referred to within it has teen provided to you on the basis that you have
demonstrated to Goldman Sachs that you fall within an exempt category of person to whom such an investment may lawfuly be promoted in accordance with the rules of the FCA Handbodc. including
without limitation:
a. Certified High Net Worth Investors:
b. Professional or Eligible Counterparty clients:
c. Certified Sophisticated Investors:
d. Certified Self-Sophisticated Investors: or
e. by virtue of this document amounting to an Excluded Communication.
as such terms are defined in the FCA Handbook.
II you are aware that the above exemptions do not apply or are no longer applicable to you. you must notify Goldman Sachs without delay and you must not pursue any of the investments highlighted in this
document.
Hongi<ong I Singapore
This document has not teen delivered for registration to the relevant regulators or financial supervisory bodies n Hong Kong or Singapore. nor has its content been reviewed or approved by any financial
supervisory body or regulatory authority. The information contained in this document is provided al your request and for your information only. It does not constitute an offer or invitation to subscribe for
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than to persons who are professional investors. institutional investors. accredited investors or other approved recipients under the relevant laws or regulations (i) no person may issue or have in its
possession for the purposes of issue. this document. or any advertisement, invitation or document relating to it. whether in Hang Kong. Singapore or elsewhere. which is directed at. or the contents of *hob
are likely to be accessed by. the public in Hong Kong or Singapore and (iii) the placement of securities or retests to the public in Hong Kong and Singapore is prohibited. Before iwesting in securities or
interests of any kind. you should consider whether the products are suitable for you.
China I Indonesia I Phiieeines I Taiwan I Thaiand
These materials are provided at you request and solely for your information. and in no way constitutes an offer. solicitation. advertisement or advice of, or in relation to. the relevant securities. kinds. or
products by any of Goldman Sachs (Asia) LLC ('GSALLC") or Goldman Sadie (Singapore) Pte. (Company Number 193602165W) rGSPE') in any jurisdiction in which such activity is unlawful. or to any
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countries or regions. The attached information is intended to be read by the addressee only. Before investing in securities or interests of any kind. you should consider whether the products are suitable for
you.
Private & Confidential — For Use with PWM Investors / Professional Investors Only
6
EFTA00810648
Risk Considerations & Disclosures
Viola Growth III Access
Asset
Management
India
For Private Circulation Only
This Document and the enclosures herein do not constitute an offer to see or a solicitation of an offer to buy the investment product described (the "Investment Product') to any person other than the
persons whose names are set out herein. This Document and the enclosures are not. and should not be construed as. a prospectus or offering memorandum. The Investment Product is not beng offered for
sale or subscription. but being privately placed with a limited number of prospective investors. and prospective investors must seek legal advice as to whether they are entitled to subscribe the Investment
Product and must comply with all relevant local laws in this respect. The attached information is intended to be read by the addressee only.
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('GSALLC').
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• The person is a Sophisticated or Professional Investor for the purposes of section 708 of the Corporations Act 2001 (Coln) ("Corporations Act'); or
• The person is a wholesale client for the purposes of section 761G of the Corporations Act.
No offer to acquire any financial product or interest in any securities or interests of any kind is being made to you in this document. If financial products or interests in any securities or interests of any knd do
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from Australian laws. Any financial services given to any person by GSCo. GS'. incite GSSP in Australa are provided pursuant to ASIC Class Orders 0311100: 03/1099: and 0311102 respectively.
Thank you for reviewing this presentation which is ntended for educational purposes. Please review the important information below.
Our Relationship with Clients. We may ad as an advisor or as a broker-dealer depending on our relationship with you, and may act as both for some dents. Cur role and obligations will vary depending
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we act as a broker, our primary role is to execute trades for you based on your instructions and any advice we give you is incidental to our brokerage services. How we are compensated by you (and
sometimes by issuers or managers of investments who compensate us based on what you buy) and how yow Private Wealth Management team is compensated wit vary dependng on whether you are
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We are part of a full-service, integrated investment banking. investment management, and brokerage firm. Other firm businesses may implement investment strategies that are different from the strategies
used or recommended for your portfolio.
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Goldman Sachs is unable to obtain a price ancVor the security is not actively traded. Pricing sources and methods are available upon request and are subject to change.
Investment Risks. Risks vary by the type of investment. For example, investments that involve futwes. equity swaps. and other derivatives. as well as non-investment grade secuities. give rise to
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Addtorial information regarding risks may be available in the materials provided in connection with specific investments. You should not enter into a transaction or make an investment unless you
Private & Confidential — For Use with PWM Investors I Professional Investors Only
7
EFTA00810649
Risk Considerations & Disclosures
Viola Growth III Across
Asset
Management
and mama co
n.
Alternative Investments. Alternative nvestments may nvoNe a substantial degree of risk. including the risk of total loss of an investor's capital and the use of leverage, and therefore may not be
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Private & Confidential — For Use with PWM Investors / Professional Investors Only
8
EFTA00810650
Risk Considerations & Disclosures
Viola Growth III Accese
Asset
Management
The information on the following pages has been provided by third party sources. Goldman Sachs is not responsible for
the content, accuracy, completeness or fairness of such information. Goldman Sachs makes no representations,
guarantees or warranties of any kind whatsoever regarding such information. Any such information is intended for
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Goldman Sachs has relied upon and assumed (without independent verification) the accuracy and completeness of such
information and neither agrees nor disagrees with the content herein.
Private & Confidential - For Use with PWM Investors / Professional Investors Only
EFTA00810651
VIOLA
GROWTH
VIOLA GROWTH
Growth Investments in Scaling Israeli
Technology Companies
May 2018
Confidential I 1
EFTA00810652
VIOLA GROWTH
Technology Growth Equity Fund,
Focused on Investments in Israeli,
Innovative, Global Companies at
Expansion Phase
Our Primary Drivers of Return are
Growth and Excellence
EFTA00810653
WHY VIOLA
GROWTH?
Brand-
Proprietary
Access
Valuation
Discipline
Industry
Pioneers
High
Hit Rate
Highly
Selective
VC Returns,
V
VIOLA
GROWTH
Hands-on
Largest
Downside Protection-
Partnership
*See case studies for examples.
EFTA00810654
bk, r VIOLA
GROWTH
OPPORTUNITY
EFTA00810655
ISRAELI
INNOVATION
Hl frkLL-TIME HIGH
Source IVC
V
EFTA00810656
GROWTH ROUNDS
DOMINATING
INVESTMENT
ACTIVITY
Leading Category
Since 2014
Total Investment in Israeli Startups ($B)
2006
2007
2008
2009
2010
2011
2012
2013
2014
Confidential 16
Ifr
VIOLA
GROWTH
..4°
h
------- 52
04
4.8
3.4
4.3
2015
2016
2017
EFTA00810657
V
VIOLA
GROWTH
Number of Growth Rounds by Year
-
-
-
-
-
-
-
-
-
------------------------
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2011
2012
2013
Growth Rounds - Total Money Raised ($B)
0.61
2010
, 2078
1.19
201
0.96
0.87
2.11
2.45
2.68
2.97
Confidential 1 7
GROWTH ROUNDS AT ALL TIME HIGH
EFTA00810658
INCREASE
IN NO. OF LARGE
INVESTMENT
ROUNDS
Number of Financing Deals
>$30M
1
OSimilarWeb pa Kneer edatorama eutbrain T stomoot tuOlkag3 .O0PsFiVar
Selected Deals? $30M in 2017
sour..
IPitchBook .201.
EFTA00810659
O
•
EXITS
2010
2011
2012
2013
2014
2015
2016
2017
Confidential 19
EXITS GETTING LARGER
Exits Above $200M ($M)
Non Unicorn
Unicorn
Total
VIOLA
DATA
21.715
TOP EXITS IN 2017
ONeuroDerm
k•Valtech
eForeScout
simpliVity
APPLAUSE °
GIGYA
-iSkycure
Aeronautics
Mtsubtshr Tanabe Marne
IPO
HPE
•
ARISTOCRAT
SIGNET
0Symantec
VIOLA
GROWTH
Proprietary and confidential 19
EFTA00810660
V
GROWTH
INCREASING STRATEGIC PARTICIPATION
(liguazio
citi
DAIMLER.
redu
%BlueVine
StoreDot
21
40
35
Gett di
2016
2017
2015
Count of Growth Investment Rounds with
DAIMLER.
°VIC)
Strategic Involvement
Co.00601, 10
SOC..,
`
V=
EFTA00810661
VIOLA
GROWTH
The graph
demonstrates
pre & post
money
valuation in
growth
rounds
The results are
biased towards
higher valuations
due to the round
valuations being
publicized mostly for
large rounds
STABILIZATION AFTER VALUATION INCREASE
33
19.4
71.9
52.4
52.5
39.9
41
2006
2007
2008
2009
V
VIOLA
DATA
168.7
83.4
75.1
67.4
183.6
37
200
202.1
136.6
90.3
32.6
2010
2011
2012
2013
2014
2015
2016
2017
L
Median Pre Money Valuation
Median Post Money Valuation
y
VIOLA
DATA
EFTA00810662
OPPORTUNITY FOR GROWTH INVESTORS
V
VIOLA
GROWTH
Seed Ecosystem
YL VENTURES
lool ventures
inirniti
2B4igek
F2 Ventures
the 111 ie
[Ti]
wiTIMM%
nsome..
0
m,"
DISRUPT $ IVE
*OurCrowd
MCRAE
'1ELEVATOlir
Confidential 1 12
;CAE pAN
20
UQ
Angels
IMITI
up WEST
<initial:capital>
VCs
V
VIOLA
g
8 3NORTH
VENTURES •
014 -11-ei
ar,tazeone
lkpeallm capital markets
GROVE Li
VINTURLS
'3magma
SOM V
Its.W21E;
Ithosla ventures
rap
Moen= Una Warne
TVENTURE
nielsen
Gas
CASH.
Cltl
CAPITAL
ALEPH
41VP
VIIYACKPRIIR
SIPGARRICAMS)
Glilot
CNERTEX
nnntromeu
USVP
NEA.
0seezreg
QUALCOAMA
HEARST
Bag?: el
SingTel
6i) capital Microsoft Ventures
Santander
rg tees
"Th
SUM PINCIAN
ago
EMC
VENTURES
*PP
Mao*
4,44t1r*
Growth Funds
V
VIOLA
GROWTH
O il
0
1
L
I
P
P
'J magma
Vintage
itlidDeOT
AJVP
FP
SILVERLAKE
SaC
(iOld hS
man
RE
PIMP
SGE
VECTOR CAPITAL
'Ansa StenErri
SUMMIT
PARTNERS
itAkantrifainPV
..wAYPOINT
CAP I TAL
ETPG
<fay
KKR
GenwalCsta/rit
= SoftBank
CRED I
V
r
VIOLA
CREDIT
KREOS ff)CAPITAL
ffffffffff
4
CLARIDGE
SVB>
EFTA00810663
VIOLA
GROWTH
STRATEGY
EFTA00810664
We Believe Israel
Will Continue to
Produce
Billion Dollar
Global
Companies.
•
I.
Confidential 114
•
EFTA00810665
FOCUS
PROFITABILITY
Israel related technology
companies
STAGE
Expansion phase — with high-
to-moderate growth rate
• Above $10M annual
revenues
HOLDINGS
• Active minority
or
• Occasional Control
MANAGEMENT
Strong team with ability to
scale
• Proven business model with a
path to profitability
• Focus on unit economics
MARKET
Global, Large, Growing
POSITIONING
Potential for category
leadership
• Barriers to entry
TIME-TO-EXIT
3-5 years — focus on liquidity
CHECK SIZE
$15-40M
V
VIOLA
GROWTH
EFTA00810666
Stage
Growth rate
Valuation
Round Participation
Downside Protection
Allocation
Governance
Return*
EARLY GROWTH
Earlier
High
Disciplined
Pre-strategic/PE round
Regular
Average -Several Tranches
Major Influence
3x-5x (5-7 Yrs)
Potential for Outsize
Average Holdings
20%
EXPANSION
V
VIOLA
GROWTH
Established
Hyper
Relatively High
Final round with strategic
Strong
Large Cheque- One Tranche
Board Representation
Co-investment Opportunity
2x-3x (2-3 Yrs)
10%
*Any Projections or Targets provided are subject to change and are current as of the date of this presentation. Projections or Targets are objectives and
do not provide any assurance as to future results. The projected returns presented are gross and do not reflect the deduction of fees or expenses, which
will reduce returns.
EFTA00810667
V
VIOLA
GROWTH
Strategy
Scale
Growth
Operational Focus
•
Weekly meetings with management
10 Board Seats (2 Chairmen) in VG II
•
Ecosystem Leverage
EFTA00810668
VIOLA
GROWTH
VIOLA
EFTA00810669
VIOLA
Israel's Leading Tech-
Oriented Investment
Group
VVVVV
VIOLA
VIOLA
VIOLA
VIOLA
VIOLA
VENTURES
CREDIT
GROWTH
PARTNERS
FINTECH
Backing the Leading Tech Companies in Israel
Is ironSource
PaKrieer
nutbrain
VAT B.X
QPerfecto
playbuzz
redislabs
OSimilarWeb
= CdorChip
ciera
Founded
in 2000
$2.8 Billion AUM,
Global Investor Base
-200 Companies
Isor VIOLA
GROWTH
Early Stage VC, Credit
& Growth
Broad Ecosystem
with >10,000 People
and Strong Access
One Stop Shop for Tech Companies
Throughout Their Lifecycles
EFTA00810670
VIOLA DATA
PROPRIETARY
INSIGHTS
Exits
Valuations
Domains
Benchmarks
Confidential 1 20
V
VIOLA
GROWTH
aossasitilLeaSlifa
=cm sis
i
Israeli Funding Rounds
Kosisornadolis
MO.
Cam..
"AC
2015
)
toss ) ( tote )
sou)
Ossoonses Osos
S.Ossosonts.
IL mums
a Deals
Total Money Raised (SM1
Median Deal (SM)
ion Oson SS Ws
1,805
16.542
3
IMILV90V6
MOW VO
Total Money Raised (SM)
LA...groom.
Iks,asia
Mk • Ws., or Dui Stu 6Ati
'0000
lisausIsnss.
Seam Les.
1 m-m
32.00
3200
3.50
gaxessi.
M2C
I
ZIE2
All
DATA
EFTA00810671
OUR COMMUNITY
VIOLA
PLUS
V
VIOLA
PLUS
CFO
20 viola+ Events in 2017
• SaaS KPIs
• Operations in China
•
• Setting up Shop in China
• Chinese Politics in Business
• ---
7
V
VIOLA
PLUS
CMO
• Marketing as a Strategy
• Building Winning Tech Brands
VIOLA
PLUS
• Employee Branding
• Global Growth
• Preparing for an Exit
1
PRODUCT
PLUS
• Product Roles in Different Organizations
• Merging Companies & Products
EFTA00810672
Israel
Growth
2017 Summit
Over 120 CEOs & Founders of Israel's
leading growth stage tech companies
Community created, sharing invaluable
insights and experiences on growing large
companies in Israel
Partnership with the Israel Growth Forum
led by WIX
Confidential 22
EFTA00810673
VIOLA GROWTH
First, Largest &
Leading Tech Growth
Investor in Israel
V
VIOLA
GROWTH
2 Funds
$44OIV Under
Management
Investments To Date
Fully
Investments
Invested
behalf
mobile
hirs-644 GAON
VAT B< X
itamar
*Including 2 Partial Exits
l)eganiAMedical
RRMedia
• SimilarWeb
Gross
Exits*
S U N
0 A Y
S K Y
Aeronautilas
CIRErnad
atomy
LA3TiMAX I
playbuzz
EFTA00810674
VIOLA GROWTH PARTNERSHIP
V
VONA
GROVIIIHN
Harel Beit-On
Founder,
General Partner
Sami Totah
General Partner
Ayal Shiran
General Partner
Partners
Jonathan Kolber
Partner 8c Senior Advisor
Natalie Refuah
Partner
Eran Westman
Partner
Rafi Carmeli
Partner
OVER 150 YEARS OF OPERATIONAL EXPERIENCE
DIVERSIFIED BACKGROUNDS
LARGEST PARTNERSHIP IN ISRAELI GROWTH
Confidential 124
EFTA00810675
INTRODUCING OUR NEW PARTNERS
VIOLA
GROWTH
Eran Westman
Partner
Joining VG in July 2018 towards Fund III
Former CEO and President of Vidyo with over 20 years
of business leadership experience and a demonstrated
track record of guiding sales organizations to the next
level of growth.
Prior to his appointment to CEO and President of
Vidyo, Eran served as Chief Revenue Officer at the
company where he led their global sales and support
efforts.
Former EVP of Global Business, President of APAC and
VP of EMEA at Ceragon Networks. Eran assisted in
transforming Cergaon into a global organization of
over 800 employees managing a budget of over
$100M and leading the GTM strategy.
Bachelor of Law degree from Bar Ilan University.
• Joining VG in July 2018 towards Fund III
• 14 years of transaction experience as investment
'
•
banker and corporate attorney.
Rafi Carmeli
Partner
Former Senior Vice President and Head of Emerging
FinTech at Goldman Sachs NY where he sourced, led
and executed numerous transactions across M&A,
equity and debt, as well as Growth tech financial
investments.
• Former Corporate Attorney at S. Horowitz & Co.
specializing in M&A and financing transactions.
• B.A. in Economics and LL.B in law from the University of
Haifa and an MBA (with Honors) from the University of
Chicago Booth School of Business.
• Rafi served in the Israeli Submarines and is a member
of the Israel Bar Association.
Confidential 125
EFTA00810676
V
VIOLA
GROWTH
VIOLA GROWTH TEAM
Investment Team
Finance
IR
Marketing
" IN
k •
lig
1
i
fl
t.
Lt1
..,4, •
.
4...%
BI
Yair
Tomer
Itzik
Shy
S. Fitz Haney
Orly
Merav
Noya
Dor
Weizman
Meridor
Avidor
Amar
Group Partner;
Setton
Meluban
Lizor
Polovincik
Senior Analyst
Analyst
Group CFO
Director of
Head of Strategic
Investor
Head of Marketing
Director of
BI Manager
Finance
Development
Relations
Content
Confidential 126
EFTA00810677
Data Driven
Sourcing
PROPRIETARY MARKET ACCESS
-wiew
Network
te'
Portfolio
0
Group Brand &
Market Leadership
V
EFTA00810678
Early Stage Categories
Confdential l28
CURRENT & FUTURE INVESTMENT AREAS
DAT
Nr
V1O14
A
V
VIOLA
GROWTH
Growth Stage Categories*
Note: Early Stage Security Companies Funding is Characterized by Rounds .$20M
•Rounds >$20M & B Series Onwards
EFTA00810679
VIOLA
GROWTH
NETWORK
Label
Israeli VCs & Growth Funds
VCs & Growth Funds
Corporate / Strategic
Other
Node
Single Co-Investment
Multiple Co-Investments
• • • •
•
Confidential 129
Spark
Maven°, Ventures
'Iola Partners
Yossi Vardi
Naspers
Gredr Walden
Index
Intel
q
uoia Capital
B behalf
Cr )
In ii`SiMilarWeb
a
Stage
nted
Accel
VATBOX
firmyThings
•ban Capital
Viola Credit
Global Target
Duetsche Telekom
Iris Capital
FA
zend
'IX]
Viola Growth
ela
Ventures
playbuzz
mobile Access
Mango
Sap
Ainsbury
InterGamma
RR Media
lit
Kardan
11tiULICF1
KC PS
Menora
Beresheit Fund
Leumi
Ban Shiloah
Publicis Group
itarnar
Mizrahi Tefabot
Brosh Capital
The Time
83North
Genesis
First Tioigney
Poalim Ventures
Yalin Lapidot
Migdal
)(VIOLA
DATA
EFTA00810680
VIOLA
GROWTH LPs
,niN)
GROVE STREET
ADVISORS
SIEMENS
MIG0AL
Jewish
Federation of
Cleveland
PSAGOT
unr
A
PARAGON
OUTCOMES
US
Family Offices
fioldnian
>act's
-) Phoenix
NVP
NORWEST VENTURE
PARTNERS.
ENNIO
BMW Or MAIM
VIOLA
GROWTH
MILL CREEK
Creri Amoxs, 11.0
SABAN
Capital Group, Inc.
3Ecum.
ALTERNATIVE
INVISMINT IlANAGMINT LIG
CLARIDGE
it bared
printers
LIFE
411
CHINA
FE
China & HK
Family Offices
Confidential 130
EFTA00810681
VIOLA GROWTH FUNDS - OVERVIEW
Viola Growth I (Vintage 2008)
y
GROWTH
Confidential 131
# Investments
12
# Investments
8
Total
Commitments
$163.8m
Total
Commitments
$273.5m
Capital
Contributions
$163.8m
100% of commitments
Capital
Contributions
$189.8m
69.1% of commitments
Total Value
Realized
$203.7m
124.3% of capital
contributions
Total Value
Realized
Total Amount
Distributed (*)
$174.3m
106.4% of capital
contributions
Total Amount
Distributed
TVPI (Total Value/
Paid-In) Gross/Net
1.27x / 1.27x
TVPI (Total Value/
Paid-In) Gross / Net
1.38x / 1.31x
Fund Gross / Net MR
9.5% / 5.4%
Fund Gross/Net IRR
27.5% / 16.4%
DPI (Distributed/
Paid in)
1.06
DPI (Distributed/
Paid in)
*including a recalled amount of $5.7m. Past Performance is not necessarily indicative of future results. Gross figures are net of
management fees but gross of carried interest. Net figures are net of management fees and carried interest.
As of Dec. 31, 2017
EFTA00810682
Viola Growth I
$164M Under
Management
8 Exits*
Tech &
Industrial
$14M Av. Check
Moderate
Deployment Pace
* 2 Partial Exits
REFINING OF
STRATEGY
REBRANDING
V
VIOLA
GROWTH
Viola Growth II
I Under
Management
Up-rounds
Growth Tech
Focused
Av.Check
Faster
Deployment Pace
EFTA00810683
vni A rePrwm-i II
AGGREGATE PORTFOLIO
GROWTH
Revenue Net Growth YoY
gra
V
VIOLA
GROWTH
2015
2016
2017
Confidential 133
Past Performance is not necessarily indicative of future results and there can be no assurance that historical trends will continue during the fund's term
EFTA00810684
VIOLA
GROWTH II
Deployment
Pace on Track
in $M
Graph shows targeted deployment period-
remainder of funds following this period and after
management fee deduction are reserved for
follow-on investments.
Deployed capital takes into account amounts
invested using a bridge loan.
Theoretical
Actual
IF
F VIOLA
GROWTH
Confidential 134
EFTA00810685
V
GROWTH
SimilarWeb
S U N
D A Y
S K Y
itamar
medical
VAT BMX
B behalf
Early Growth
Expansion
ZI
TiM AX
playbuzz
Exit Readiness
Confidential 135
VIOLA GROWTH II- BALANCED PORTFOLIO
EFTA00810686
E-COMMERCE
A Leading E-commerce Company
Selling High-quality Prescription
Eyewear at Attractive Prices, Mainly to
the US Consumer Market, Offering
Both Branded 8t Private- Label Eyewear
Cost of investment:
$22.5M
Fair Value:
$64.9M
Fair Value/Cost:
288.4%
As of Dec. 31, 2017
Confidential 136
V
VIOLA
GROWTH
2
Date of investment:
Mar. 2015
VG Holdings:
44.1% (FD)
Exit Expectations:
Other Shareholders:
2020
Private Investors
IPO / Strategic MLA
VALUE CREATION
V
VIOLA
0ANYAMI
27.5
October 2017
Round D - $29M
(+S2M secondary)
March 2015
Round C - $11M
(+$1.5M secondary)
TRIVEKTURES
*bank &Imam
133.5
30.1
10.2
15.3
2014
2015
20
ublic
Gross
Revenues (5M)
EFTA00810687
Global Multi-device Market
Intelligence for Understanding,
Tracking and Growing Digital
Market Share
Cost of investment:
$25.0M
Fair Value:
$25.0M
Fair Value/Cost:
100%
As of Dec. 31, 2017
Confidential 137
V
VIOLA
GROWTH
Date of investment:
Mar. 2017
VG Holdings:
6.6% (FD)
Exit Expectations:
2022
IPO / Strategic M&A
Other Shareholders:
NASPERS
SABAN VENTURES
Private /)Public
SELECTED CUSTOMERS
op
LG Go gle
P
I
HSBCCD aN
it
COMCAST
14.9
40.6
■
2015
2016
2017
Revenues
($m)
EFTA00810688
SIGNIFICANT MOMENTUM IN FUND II
Recent Uprounds
V
VIOLA
GROWTH
VAT BOX
August 2015
520M
(+53.5M secondary)
January 2017
519M
V
VIOLA
GROWTH
135
(1)
RATGET
GIMBAL
June 2016
$25M
139
C GLOBESPAN
(Amu minim.,
179
August 2017
$9M
B behalf
C 0
> a
>, 2
00
E
0
VI
0.
V
GROWTH
125
V
VIOLA
CHM
S()
It ()ti
IloDiPTIMAX
erWear
Lyn en ag
167
August 2016
March 2016
$30M
515M
V
VIOLA
GROWTH
TR !VENTURES
*bank hapoalim
133.5
March 2015
511M
(+$1.5M secondary)
October 2017
529M
(+52M secondary)
Confidential I 38
Past Performance is not necessarily indicative of future results and there can be no assurance that historical trends will continue during the fund's term
EFTA00810689
VIOLA
GROWTH II
Portfolio
Snapshot
OPTIMAX
Online retailer for
prescription eye-glasses
mainly in the US
Date of Investment
March 2015
Total VG
Investment
$22.5M'
5 U
A V
5 C,3 V
Personalized, real-time
smart-video for brands to
interact with customers
Date of Investment
June 2016
Total VG
Investment
$20.9M
VATB41,X
Automated VAT reclaim
and recovery for global
companies
Date of Investment
August 2015
Total VG
Investment
1 9.5 P,1
p behalf
B2B payments platform
targeted to SMBs, offering
short-term financing
Date of Investment
August 2016
Total VG
Investment
S21.7M
• itamar
medical
Diagnostic medical devices
for sleep and
cardiovascular markets
Date of Investment
November 2015
Total VG
Investment
523.7M
SimilarWeb
Digital market
intelligence platform
Date of Investment
March 2017
Total VG
Investment
$25.0M
VIOLA
GROWTH
Governed and
collaborative enterprise
grade BI software
Date of Investment
December 2015
Total VG
Investment
$25.0M
plwbuzz
Publishing platform optimized
for sharing and engagement
Date of Investment
September 2017
Total VG
Investment
$15.0M
Confidential I 39
*As of April, 2017
EFTA00810690
VIOLA GROWTH III
Growth Tech Focused Fund
$400M
Fund size
- 12-14
Investments
Confidential I40
•
$20-40M
Investment per
company
Bifurcated
Strategy
Initial Closing
Expected in
Q3 2018
EFTA00810691
V
VIOLA GROWTH III
Terms
Fund Term
10 Years + extensions
GP & Affiliates
Commitment
> $20M
•
Management Fee
2% per annum
•
Carried Interest
20%
5%
EFTA00810692
THANK YOU
VIOLA
GROWTH
Cc
Jai 42
EFTA00810693
Technical Artifacts (10)
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STRATEGYSWIFT/BIC
TRIVEKTURESWire Ref
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