Sands Capital Ventures is an independent investment management firm that was formed in
October 2010. Sands Capital Management, LP is the principal owner of Sands Capital and, in turn, is
principally owned directly and indirectly by a number of limited liability companies and estate planning
trusts as identified in Schedule B of Part 1. Sands Capital and Sands Capital Management LP are
ultimately controlled by Frank M. Sands.
Sands Capital Ventures provides investment advisory and management services primarily to
pooled investment vehicles and may also provide such services to separately managed accounts
(together with pooled investment vehicles, the “Funds”) from time to time. References in this
document to Funds are applicable to the pooled investment vehicles, and should be read and
interpreted only as applicable, to separately managed accounts. The Funds are exempt from
registration under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), and their
securities are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
Sands Capital Ventures’ investment advisory and management services are primarily regarding venture
capital, growth equity and related investments. Sands Capital Ventures’ investment strategies and
methods of analysis are described in Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss. As
the investment adviser to each Fund, Sands Capital Ventures and its affiliates identify investment
opportunities for, and participate in the acquisition, management, monitoring and disposition of
investments of, each Fund.
Sands Capital Ventures focuses its investment research and due diligence efforts across
geographies and industries, including life sciences, technology, and consumer. The Funds invest in
businesses across multiple stages, principally from seed through late-stage growth equity. The Funds
may also invest in their portfolio companies’ initial public offerings and thereafter in secondary public
market transactions or public or private follow-on offerings. Some Funds, depending on their
investment strategies, also initiate investments and trade in the securities of public companies.
Investments typically take the form of privately negotiated instruments, including unregistered equity
from both U.S. and non-U.S. issuers, and in some instances, publicly traded securities. From time to
time, the senior principals or other staff members of Sands Capital Ventures or its affiliates expect to
serve on such portfolio companies’ respective boards of directors or otherwise act to influence control
over management of portfolio companies in which the Funds have invested. Sands Capital Ventures
may, from time to time, engage persons unaffiliated with Sands Capital Ventures to represent
the
relevant Fund(s) on portfolio companies’ boards of directors. Some of the Funds also invest in
investment funds managed by unaffiliated third parties that principally target venture capital and/or
growth equity investments. Sands Capital Ventures’ investment advisory services are performed in
accordance with the advisory agreement and/or organizational documents of each Fund and are
subject to the direction and control of the general partner of each Fund, if any.
Any restrictions on investments in certain types of securities are established by the general
partner of a Fund and are set forth in the documentation received by an investor prior to investment
in such Fund. Once invested in a Fund, investors cannot impose restrictions on the types of securities
in which a Fund may invest.
Each general partner of a fund is subject to the U.S. Investment Advisers Act of 1940, as
amended (the “Advisers Act”) pursuant to the registration of Sands Capital Ventures in accordance
with SEC guidance. This Brochure also describes the business practices of the general partners, which
operate as a single advisory business together with Sands Capital Ventures.
In the closed-ended pooled investment vehicles managed by Sands Capital Ventures, investors
in such a Fund generally have no right to redeem their interests in such Fund prior to the expiration
of its term and can obtain liquidity only upon the termination of the Fund or a partial disposition of
its investments. In open-ended Funds managed by Sands Capital Ventures, investors are permitted to
periodically redeem their interests in such Fund, subject to the terms set forth in the organizational
documents of such Funds.
Sands Capital Ventures had assets under management of approximately $2,876.4 million as of
December 31, 2023.
Sands Capital Management, LLC is an advisory affiliate of Sands Capital Ventures (“Advisory
Affiliate”). The Advisory Affiliate provides investment advisory and management services to its clients,
primarily regarding public equity strategies and related investments, and primarily on a discretionary
basis. Under personnel-sharing and other arrangements, Advisory Affiliate’s staff members act on
behalf of Sands Capital Ventures for purposes of providing services to its clients and provide other
back office and administrative services to Sands Capital Ventures. Certain Advisory Affiliate staff
members are also officers of Sands Capital Ventures.
Sands Capital Ventures believes that harnessing the collective capabilities of Sands Capital
Ventures and the Advisory Affiliate benefits its clients. These joint teams use expanded and shared
capabilities, including the sharing of research and other information by investment staff members
relating to economic perspectives, market analysis and securities research.