Identify your principal owner(s).
Darwin Ventures, LLC (“Darwin”) provides discretionary investment advisory
services to affiliated private investment funds (collectively the “Funds”). Each of
the Funds is a fund-of-funds and invests in other private funds that make
investments in venture capital firms. Darwin does not offer investment advisory
services to any other types of clients.
Darwin is a Delaware limited liability company formed in September of 2002.
The Funds are:
• Darwin Venture Capital Fund-of-Funds, LP (“Fund I”), a Delaware
limited partnership;
• Darwin Venture Capital Fund-of-Funds II, LP (“Fund II”), a Delaware
limited partnership;
• Darwin Venture Capital Fund-of-Funds III, LP (“Fund III”), a Delaware
limited partnership;
• Darwin Venture Capital Fund-of-Funds IV, LP (“Fund IV”), a Delaware
limited partnership;
• Darwin Venture Capital Fund-of-Funds V, LP (“Fund V”), a Delaware
limited partnership;
• Darwin Venture Capital Fund-of-Funds VI, LP (“Fund VI”), a Delaware
limited partnership;
• Darwin Ventures V-A LLC (“Fund V-A”), a Delaware limited liability
company;
• Darwin Ventures VI-A LLC (“Fund VI-A”), a Delaware limited liability
company;
• Darwin Ventures VI-B LLC (“Fund VI-B”), a Delaware limited liability
company; and
• Darwin Ventures VI-C LLC (“Fund VI-C”), a Delaware limited liability
company.
The Funds are not registered under the Investment Company Act of 1940, as
amended (the “Investment Company Act”), and the interests or offerings of the
Funds are not registered under the Securities Act of 1933, as amended (the
“Securities Act”).
Frank R. Caufield, Jr. is the managing member and principal owner of Darwin
Ventures LLC, Darwin Ventures II, LLC, Darwin Ventures III, LLC, Darwin
Ventures IV, LLC, Darwin Ventures V, LLC, Darwin Ventures V-A LLC, Darwin
Ventures VI, LLC, Darwin Ventures VI-A LLC, Darwin Ventures VI-B LLC, and
Darwin Ventures VI-C LLC. Each of these entities serve as general partner to its
respective Fund.
specializing in a particular type of advisory service, such as financial planning,
quantitative analysis, or market timing, explain the nature of that service in
greater detail. If you provide investment advice only with respect to limited
types of investments, explain the type of investment advice you offer, and
disclose that your advice is limited to those types of investments.
Darwin is the investment adviser to the Funds, each of which is a “fund-of-funds”
and as noted above. As stated in item 4.A, the Funds invest in other private funds
that
invest in US-based venture capital companies. The Funds’ investments are
diversified across venture capital funds (“Underlying Portfolio Funds”) focusing on
various industries, with investments primarily in the technology, information
technology, and healthcare-focused funds.
Darwin seeks to provide investors in the Funds (“Investors”) access and benefits to
what it believes is top tier venture capital investing with the added diversification,
scaling, administrative efficiency and cost effectiveness of a fund-of-funds.
individual needs of clients. Explain whether clients may impose restrictions on
investing in certain securities or types of securities.
Darwin does not tailor its advisory services to the individual needs of Investors and
Investors may not impose restrictions on investing in certain securities or types of
securities. The Private Placement Memoranda and the Limited Partnership
Agreements (together with the other governing documents of the Funds, including
the subscription agreements, are referred to herein as the “Offering Documents”)
set forth such Fund’s investment strategy, including guidelines regarding the types
of securities the Funds will invest in and portfolio limits, along with other important
information about the Funds, including the various risks and conflicts of interest
pertaining to each Fund. It is important that each potential investor fully read and
understand the Offering Documents prior to investing in a Darwin-managed Fund.
The Funds are not made available to the general public and are not registered
investment companies as noted in Item 4.A.
Darwin’s disclosure of information within this Brochure that pertains to the Funds
is not intended to be a solicitation for or an advertisement of the Funds. Instead,
such disclosures have been made to provide important information about the
services provided by Darwin and the overall risks involved in these types of
activities as they relate to Darwin’s advisory business.
services, (1) describe the differences, if any, between how you manage wrap fee
accounts and how you manage other accounts, and (2) explain that you receive
a portion of the wrap fee for your services.
Darwin does not participate in wrap fee programs.
a discretionary basis and the amount of client assets you manage on a non-
discretionary basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, Darwin had approximately $593,364,744 in regulatory
assets under management that it managed on a discretionary basis. Darwin does not
manage client assets on a non-discretionary basis.