A. Overview of Sapphire
Sapphire Ventures is a Delaware limited liability company originally formed in August 2010 under the
name SAP Ventures, LLC and was subsequently renamed Sapphire Ventures, LLC (“Sapphire
Ventures”, “Sapphire”, or the “Adviser”) in October 2014. Sapphire, and its Affiliated General Partners
(as defined below), provides discretionary investment advisory services to private investment funds (the
“Funds” or “Advisory Clients”).
Sapphire is owned by managing members of the Funds.
Affiliates of Sapphire serve as general partners of each of the Funds (each an “Affiliated General
Partner”). Certain Affiliated General Partner entities have full and exclusive management authority
over all investments, asset dispositions, distributions, and other affairs of the Funds. Each Affiliated
General Partner is a related person of Sapphire and is under common control with Sapphire. While
certain Affiliated General Partner entities maintain ultimate management authority over the business
and affairs, including investment decisions, of certain Funds, Sapphire has been delegated the role of
investment adviser. Sapphire, its Access Persons and personnel, and the Affiliated General Partners will
be subject to the Investment Advisers Act of 1940 (the “Advisers Act”) and rules thereunder, and to all
of Sapphire’s compliance policies and procedures. Each of the personnel of Sapphires and the Affiliated
General Partners will be deemed “persons associated with” Sapphire (as that term is defined in section
202(a)(17) of the Advisers Act) and will be subject to SEC examination. As such, references to Sapphire
in this Brochure should also be considered references to the Affiliated General Partners (and vice versa)
in the appropriate context.
B. Advisory Services
Sapphire provides investment management and advisory services to the Funds. The Funds invest
primarily in equity and equity-related securities issued by venture capital stage operating companies
(each a “Portfolio Company”), as well as third-party venture capital funds (each a “ Portfolio Fund”).
Each Fund may invest a portion of its assets in other investment transactions that it deems appropriate,
pursuant to the Fund’s governing documents.
Certain Funds may invest a portion of their assets in
public equities or debt-like instruments. Each Fund may also invest in cash and cash equivalent
securities on a short-term basis and engage in other activities customary to venture capital funds and
venture capital fund of funds. The Funds may make such investments directly or indirectly via separate
entities established for legal, tax, regulatory or other reasons, by the relevant Affiliated General Partner.
The limited partners in all Funds are collectively referred to herein as “Investors” and each individually
as an “Investor”.
The terms of each Fund, including fees, reporting, certain limitations on investing, and other such terms,
were generally negotiated prior to each Investor’s investment in the applicable Fund and are detailed in
the limited partnership agreement of such Fund, as well as in any applicable side letter(s) entered into
between the respective Affiliated General Partner and the applicable Investor(s). Certain terms of each
Fund may be amended with the requisite Investor consent following an Investor’s investment, as
provided for in the limited partnership agreement of such Fund. The limited partnership agreement and
other applicable offering documents of each Fund sets forth such Fund’s investment objectives and
strategy, including guidelines and restrictions regarding the types of securities in which such Fund will
invest. Sapphire tailors its investment advice to the Affiliated General Partner of each Fund in
accordance with the investment objectives and strategy as set forth in the limited partnership agreement
and other applicable governing documents of such Fund. Such documents, agreements, letters, and
other items describing fund structure are referred to herein as “Funds’ Governing Documents”.
C. Assets Under Management
As of December 31, 2023 Sapphire (together with its Affiliated General Partners) managed
approximately $10.8billion in regulatory assets under management on a discretionary basis. This
amount includes the net asset value of portfolio holdings as of December 31, 2023 as well as any
uncalled capital commitments as of December 31, 2023. Sapphire does not manage any assets on a
non-discretionary basis.