Thrive Capital Management, LLC, a Delaware limited liability company and a registered
investment adviser, together with its affiliates (where the context permits, including the general
partners of the Funds (each a “General Partner” and, collectively, together with any future
affiliated general partner entities, the “General Partners” and together with the Adviser and its
affiliated entities “Thrive”)), provide investment advisory services to investment vehicles,
investment vehicles that generally co-invest with such entities and any future investment vehicles
that Thrive may organize, including any successor fund or other future funds to which Thrive
and/or its affiliates provide investment advisory services (each, a “Fund,” and collectively, the
“Funds”), in each case, that are exempt from registration under the Investment Company Act of
1940, as amended (the “1940 Act”), and whose securities are not registered under the Securities
Act of 1933, as amended (the “Securities Act”).
Thrive provides investment advisory services to Funds that primarily invest in early- and
growth-stage companies. Thrive’s investment advisory services to the Funds consist of identifying
and evaluating investment opportunities, negotiating the terms of investments, managing and
monitoring investments and achieving dispositions for such investments. Although investments
are made predominantly in non-public companies, certain Funds will make investments in public
companies, Digital Assets (as defined below) and other investment funds or similar entities
sponsored by third-party managers. The senior principals or other personnel of Thrive or its
affiliates at times 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.
Thrive’s advisory services to each Fund are detailed in the relevant limited partnership
agreement or other analogous
organizational documents of the Funds (collectively the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.” Investors in the Funds are referred to in this brochure as “investors” or “limited
partners.” Investors and prospective investors in each Fund should refer to the Governing
Documents of the respective Fund for information on the investment objectives and investment
restrictions with respect to such Fund. The Funds or the General Partners have entered into side
letters or other similar agreements (“Side Letters”) with certain investors that have the effect of
establishing rights under, or altering or supplementing certain terms of, the Governing Documents
with respect to such investors, and such rights are not made available to investors generally.
Thrive expects to invite other venture capital firms and other investment firms, strategic
investors and others that are not affiliated with Thrive or the Funds to participate in investment
transactions with the Funds (and Thrive and the Funds may also be invited to participate in
investment transactions being led by such other firms and investors). Thrive expects to also form
co-investment vehicles or other entities to co-invest with certain Funds in one or more portfolio
companies. Please refer to each Fund’s Governing Documents and the “Conflicts of Interest”
section herein for additional information.
Thrive does not participate in any wrap fee programs.
Thrive manages $15,565,581,333 in client assets on a discretionary basis, which includes
assets of the Funds as of December 31, 2023 and assets attributable to a Fund that closed after such
date but before the date hereof. As of December 31, 2023, Thrive managed $15,541,881,333 in
client assets on a discretionary basis. Thrive was formed in 2011. Thrive is controlled by Joshua
Kushner, Managing Director of the Adviser (the “Principal”).