A. General Description of the Adviser
Two Sigma Ventures, LP (“TSV”) is a Delaware limited partnership which was formed in 2017. TSV’s
principal place of business is located in New York, NY. TSV commenced operations as an investment
adviser during the third quarter of 2018. TSV conducted business as a division of Two Sigma Investments,
LP (“TSI”) from 2012 until commencing operations as a separate adviser in 2018. Two Sigma
Management, LLC is the general partner of TSV. Trusts established by John A. Overdeck and David M.
Siegel are the principal owners of TSV.
TSV is affiliated with TSI, a Delaware limited partnership, which is an investment adviser registered with
the SEC since August 2009, and TSPI, LP, which is an investment adviser registered with the SEC since
January 2018, as well as several other investment advisers and other related companies.
In providing services to its clients, TSV is affiliated with entities that serve as the general partners and/or
managing members (collectively, along with TSV, the “Adviser”) to certain of its Clients (as defined
below). Such entities are relying upon TSV’s registration under the Investment Advisers Act of 1940 in
accordance with SEC guidance.
B. Advisory Services
The primary activities of the Adviser are the provision of investment advisory services to investment funds
(the “Funds”) privately offered to qualified investors (the “Investors”), including financial institutions,
public and corporate pension funds, endowments, high net worth individuals, family offices and
foundations in the United States and elsewhere (each such Fund, including any portfolio that has been
capitalized with substantial investments by partners, principals, employees and other affiliates, in each case,
of the Adviser or its affiliated entities, collectively referred to herein as “Clients”). These Clients are
exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and
their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Adviser provides advice to Clients regarding venture capital investments, including negotiated
transactions in operating entities (generally referred to herein as “portfolio companies”) that utilize
advanced science, technology, computing, engineering, and/or mathematics to innovate in their selected
market, in which the Adviser believes that its experience provides an edge in the sourcing, evaluation and/or
strategic advising and operations of such companies. Certain of the Adviser’s Clients also make limited
investments in Digital Assets (defined in the section titled, “Risks Related to Digital Assets” in “Item 8.
Methods of Analysis, Investment Strategies & Risk of Loss”). The Adviser’s investment advisory services
consist of identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments and achieving dispositions for such investments. From time to time,
where such investments consist of portfolio companies, senior principals or other personnel of the Adviser
or its affiliates serve on such portfolio companies’ respective boards of directors or otherwise act to exert
influence or control over the management, operations or other business activities of portfolio companies in
which the Clients have invested.
Investment advice is provided directly to the Clients and not individually to the Investors in the Clients.
The scope of the Adviser’s advisory services to each Client will be detailed in the applicable offering
documents (which could include a private placement memorandum or other disclosure statement, as
applicable, and a subscription agreement), investment management agreements, advisory agreements,
limited partnership, limited liability company or other operating agreements or governing documents,
and/or side letter agreements negotiated with Investors in the applicable Client (collectively, the
“Governing Documents”) and are further described below under “Item 8. Methods of Analysis,
Investment Strategies & Risk of Loss.”
In performing investment advisory services for its Clients, the Adviser has an arrangement with TSI and
other entities affiliated with the Adviser (referred to herein collectively as the “Two Sigma Affiliates,” and
the Adviser together with all of its affiliates, “Two Sigma”) whereby the Two Sigma Affiliates provide
TSV with advisory personnel and services with respect to certain investments made by such Clients. The
advisory services of the Two Sigma Affiliates are described herein. Such advisory personnel will generally
provide advice on the review and diligence of potential investments and for other types of support after an
investment has been made. TSI will also provide (i) certain services (including legal, compliance and
operations), (ii) other administrative services, infrastructure and shared office space, and (iii) the services
of shared employees who will be jointly
employed by the Adviser and TSI. Such shared employees will
be under the direction and supervision of the Adviser in the performance of their duties related to the
Adviser. In addition, the Adviser may hire certain employees that are not employees of TSI.
As the investment adviser to a Fund, the Adviser is subject to the investment objectives, guidelines, and
any investment restrictions described in the relevant Governing Documents for the relevant Client and
generally not tailored to the needs of individual Investors in the vehicle. The Adviser will generally enter
into side letters or other similar agreements with certain Investors of Funds that have the effect of
establishing rights (including economic or other terms) under, or altering or supplementing the terms of,
the other relevant Governing Documents.
Additionally, from time to time and as permitted and governed by a Client’s Governing Documents, the
Adviser may provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) that it controls to certain Investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, the Adviser’s personnel
and/or certain other persons associated with the Adviser and/or its affiliates (
e.g., a vehicle formed by the
Adviser’s or the Two Sigma Affiliates’ principals) on terms it deems appropriate but will be under no
obligation to provide such opportunities (absent a contractual agreement with the specific investor). The
Adviser may allocate such available investment opportunities among its Clients, Investors, any co-
investors, its affiliates and/or other persons associated with the Adviser and any third parties as it may
determine in its sole discretion. The terms of a co-investment may differ from those of a Client, including
with respect to the payment of management fees, carried interest and expenses and may include preferential
terms and conditions offered only to one or more co-investors. Expenses incurred in connection with any
investment that involves a co-investment will generally be allocated among the participating Client and any
co-investors on the basis of capital committed to each of the relevant investments or as otherwise set forth
in a Client’s Governing Documents. The Adviser shall, in its sole discretion and subject to a Client’s
Governing Documents, be authorized to structure any investment opportunity for a Client involving co-
investors, other Clients, Two Sigma Affiliates or their clients, or third parties (collectively, “Other
Parties”) such that the Other Parties do not bear any expenses in connection with unconsummated
transactions, and such Client bears all expenses in connection with unconsummated transactions (including
the portion that would have been allocated to one or more Other Parties). For more information relating to
co-investments and the potential conflicts of interest relating to such transactions, please see “
Item 8.
Methods of Analysis, Investment Strategies & Risk of Loss – F. Conflicts of Interest” in this Brochure.
The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to Clients,
and investment strategies pursued and investments made by the Adviser on behalf of its Clients, should not
be understood to limit in any way the Adviser’s investment or other activities. The Adviser may offer any
advisory services, engage in any investment strategy and make any investment, including any not described
in this Brochure, that the Adviser considers appropriate, subject to each Client’s investment objectives and
guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks.
Clients should be prepared to bear a substantial or full loss of any invested capital. There can be no
assurance that the investment objectives of any Client will be achieved.
All discussions of the Clients in this Brochure, including but not limited to their investments, the strategies
used in managing the Clients, the fees and other costs associated with an investment in the Clients, the risks
associated with making an investment in the Clients, and conflicts faced by the Adviser in connection with
managing the Clients are qualified in their entirety by reference to each Client’s respective Governing
Documents.
C. Wrap Fee
The Adviser does not provide advisory services under wrap fee programs.
D. Assets Under Management
As of December 31, 2023, the Adviser has assets under management of $1,559,255,432, that it generally
manages on a discretionary basis, although investments on behalf of a certain fund-of-one vehicle are
subject to an opt-out right.
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The Assets under Management provided here and in Item 5F of Form ADV Part 1A are partially calculated using
estimates.