A venture capital fund never registers its securities with the SEC, and its manager usually does not register as an investment adviser either. Even so, almost every venture fund leaves a public trail: a Form D for each fund it raises, and a Form ADV from the firm that manages it. Read together, the two filings tell you who manages a fund, how big it is, who invests in it and how the firm is organized. What they do not tell you is how the fund has performed.
Two filers, two forms
A venture firm reaches the SEC through two different legal entities:
- The fund (typically a Delaware limited partnership such as "Example Ventures III, L.P.") sells limited partnership interests to investors in a private placement. Because it is selling securities under Regulation D, it files a Form D.
- The manager (the management company that advises the fund) is an investment adviser. It files Form ADV, either as a registered adviser or, much more often for a venture firm, as an exempt reporting adviser.
A third entity, the general partner (often "Example Ventures III GP, LLC"), sits between them. It controls the fund and receives the carried interest, and it usually shows up on the fund's Form D rather than filing anything of its own. See general partner vs. limited partner for how those roles divide.
The fund's Form D
A Form D is a short notice, due within 15 days after the first sale, which for a fund means the first investor becomes irrevocably committed to invest. It is not a prospectus and the SEC does not review it. A venture fund's Form D has a recognizable shape:
Industry group: Pooled Investment Fund
Item 4 asks for the issuer's industry. A fund selects "Pooled Investment Fund" and then one fund type: Hedge Fund, Private Equity Fund, Venture Capital Fund or Other Investment Fund. "Venture Capital Fund" is the filer's own label, and it is applied loosely. Many of the vehicles that pick it are single-deal SPVs rather than diversified funds (see SPVs in SEC filings).
Exemptions: 3(c)(1) or 3(c)(7), and 506(b) or 506(c)
Item 6 lists the exemptions the fund relies on, and a fund usually checks two kinds:
- Investment Company Act 3(c)(1) or 3(c)(7). These keep the fund from having to register as an investment company. A 3(c)(1) fund is limited to 100 beneficial owners (250 for a qualifying venture fund of $10 million or less). A 3(c)(7) fund may take more investors, but every one must be a qualified purchaser. Larger flagship funds tend to be 3(c)(7); smaller and emerging-manager funds tend to be 3(c)(1).
- Rule 506(b) or 506(c). Most venture funds rely on 506(b), which allows no general solicitation. A fund that checks 506(c) may advertise, but it must take reasonable steps to verify that every investor is accredited.
Amounts and investors
- Total offering amount is the fund's target or hard cap, or "Indefinite" when the fund does not state one.
- Total amount sold is the capital committed so far. A fund that holds several closes often files an amendment as commitments grow, so the latest amendment shows the most recent figure.
- Number of investors already in the offering, and how many of them are not accredited (usually zero).
- Issuer size, which for a fund is a net asset value range. Funds very often choose "Decline to Disclose".
- Minimum investment accepted from an outside investor, which hints at whether the fund is raising from institutions or from individuals.
Related persons: the GP and its managers
Item 3 names the issuer's executive officers, directors and promoters. A limited partnership has no officers of its own, so a fund typically lists its general partner entity and the managing members or partners who run it. These names are the most useful part of the filing: they connect the fund to the people at the firm, and they reappear on every fund that the same partners raise.
Item 12 lists anyone paid to sell the offering, such as a placement agent or broker-dealer, with their CRD numbers. Most venture funds raise without one and leave it blank.
The manager's Form ADV
Most venture managers are exempt reporting advisers
The Advisers Act gives two exemptions that cover most venture managers. Under the venture capital fund adviser exemption (Section 203(l) and Rule 203(l)-1), an adviser that advises only venture capital funds need not register, whatever its size. Rule 203(l)-1 defines a venture capital fund as a private fund that represents itself to investors as pursuing a venture strategy, holds no more than 20% of its committed capital in non-qualifying investments (generally, anything other than equity in private operating companies and short-term holdings), uses only limited, short-term borrowing, and does not give investors ordinary redemption rights. The private fund adviser exemption (Rule 203(m)-1) separately covers an adviser that advises only private funds with less than $150 million of assets under management in the United States.
Exempt is not invisible. An adviser relying on either exemption is an exempt reporting adviser (ERA): it files a partial Form ADV within 60 days of relying on the exemption and updates it each year within 90 days after its fiscal year end. An ERA completes only a subset of Part 1A (Items 1, 2, 3, 6, 7, 10 and 11 and their schedules) and does not deliver the Part 2 brochure that a registered adviser must. Large multi-strategy firms, and venture firms that also run growth or secondary funds outside the definition, register in full instead.
Schedule D: the list of funds
The part of Form ADV that matters most for venture research is Schedule D, Section 7.B.(1), which every adviser, registered or exempt, completes for each private fund it advises. For each fund it reports:
- The fund's name and its private fund identification number (an 805- number that stays with the fund)
- Where the fund is organized, and its general partner or managing member
- Whether it relies on 3(c)(1) or 3(c)(7)
- Its type: hedge, private equity, venture capital, real estate, securitized asset or other
- Its gross asset value, the minimum investment, and the approximate number of beneficial owners
- The share owned by non-US persons and by related persons
- Its Form D file number, if it filed one
- Its auditor, custodian, administrator and any marketers
Schedule A and B name the firm's direct and indirect owners and control persons, and Item 7.A lists affiliated advisers and general partners. Form ADV filings, including those of ERAs, are public on the SEC's Investment Adviser Public Disclosure (IAPD) site.
What a reader can learn, and what is not there
Put the two forms side by side and you can usually establish:
- Which funds a firm manages, and when each one started raising
- Each fund's target, its committed capital to date and its latest gross asset value
- How many investors each fund has and how large the minimum check is
- Who the partners are, and which entity is the general partner
- Whether the manager is registered or exempt, and who owns it
Neither form discloses:
- Returns. No IRR, TVPI or DPI appears anywhere. Gross asset value is the adviser's own figure on its own form. It is not a mark, it is not performance, and it is not comparable across firms with different valuation and leverage practices.
- The portfolio. Neither form lists the companies a fund holds. The best public signal is indirect: a fund partner who appears as a director on a startup's own Form D (see how to research a venture firm).
- Fees, carry and LP names. Terms and the names of individual limited partners stay in the fund's private documents.
Two pitfalls are common. First, one firm files under several advisers and many funds (one per vintage, plus parallel and feeder funds), so counting registrants or Form D issuers overstates the number of firms. Second, the "amount sold" on a fund's original Form D is often only the first close; look for the latest amendment.
How embarc organizes it
embarc reads both forms and joins them. The venture lists below are in the embarc dashboard, which needs a paid plan.
- VC funds are the private funds whose adviser reports them as venture capital on Schedule D, shown with the 3(c) exclusion each relies on, alongside the Form D vehicles filed as venture funds.
- VC advisers are the registered and exempt reporting advisers that manage venture funds. Because an adviser relying on the venture exemption must classify its funds as venture, some energy or growth-equity managers under that exemption appear there too.
- VC firms group the advisers that belong to one house into a single fund family, with venture-only figures (VC funds, VC fund assets, VC advisers) so a multi-strategy firm is not overstated.
- Form D filings are linked to the adviser side by the Form D file number the adviser reports on Schedule D and by name, CIK, CRD, address and phone matches. Every link carries the method that produced it and a confidence score, because the link is embarc's inference rather than something either filing states.
For the economics behind these vehicles, see venture capital explained.
Explore the data
- VC funds: venture funds from Schedule D and Form D
- VC firms: venture fund families and their figures
- VC advisers: registered and exempt reporting advisers