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Drive Capital LLC: investment adviser
Drive Capital LLC is an investment adviser registered with the SEC (file 801-136492, CRD 169002). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $4.4B
- Discretionary
- 100%
- Accounts
- 21
- Employees
- 30
- In advisory roles
- 13
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 21 | $4.4B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Christopher George Olsen | Person | Managing partner | E 75% or more | Sep 2012 | Yes | |
| Collective Global Fund I | Company (U.S.) | Non-sponsor | B 10% to 25% | Feb 2024 | ||
| Nickolas Anthony Solaro | Person | Partner | A 5% to 10% | Nov 2025 |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Drive Capital, LLC - Form ADV Part 2A - May 2026, filed May 14, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
A. Description of Firm Drive Capital, LLC, a Delaware limited liability company, together with its affiliates including, where applicable, the general partners of each of the Funds (each, a “General Partner” and collectively, with any future affiliated general partner entities, the “General Partners”, and together with Drive Capital, LLC (“Drive” or the “Firm”)), is a Columbus, Ohio based investment advisory firm founded in 2012 and is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser. Drive provides investment management services to private funds organized as Delaware limited partnerships, also known as pooled investment vehicles. The principal owners of Drive are Christopher G. Olsen, Nickolas A. Solaro, and Collective Global Fund I Aggregator A, L.P.
Read the rest of Item 4 (540 more words)
B. Types of Advisory Services Offered Private Fund Management Drive provides investment management services on a discretionary basis to the following funds (the “Funds”): •
Drive Capital Fund I, L.P. (in parallel with Drive Capital Ignition Fund I, L.P.)
•
Drive Capital Fund II, L.P. (in parallel with Drive Capital Fund II (TE), L.P. and Drive Capital Ignition Fund II, L.P.)
•
Drive Capital Fund III, L.P. (in parallel with Drive Capital Fund III (TE), L.P. and Drive Capital Ignition Fund III, L.P.)
•
Drive Capital Overdrive Fund I, L.P. (in parallel with Drive Capital Overdrive Fund I (TE), L.P. and Drive Capital Overdrive Ignition Fund I, L.P.)
•
Drive Capital Fund IV, L.P. (in parallel with Drive Capital Ignition Fund IV, L.P.)
•
Drive Capital Overdrive Fund II, L.P. (in parallel with Drive Capital Overdrive Ignition Fund II, L.P.)
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Drive Capital Fund V, L.P. (in parallel with Drive Capital Ignition Fund V, L.P.)
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Drive Capital Overdrive Fund III, L.P. (in parallel with Drive Capital Overdrive Ignition Fund III, L.P.)
•
Drive Capital 2022 Co-Investment Fund, L.P.
•
Drive Capital Atlanta Seed Fund I, L.P.
Each Fund is a 3(c)(1) or 3(c)(7) fund as defined under the Investment Company Act of 1940 (the “Company Act”) and is excluded from the definition of an investment company. Interests in the Funds are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds pursue venture capital investments, including both early-stage (seed and Series A) and growth-stage opportunities across technology sectors. Each Fund holds a specific number of investments and once closed is not open for further investment. Prospective investors will typically be provided with a Confidential Private Placement Memorandum or an equivalent disclosure document (the "Offering Memorandum," and together with any supplements and related marketing materials, the "offering documents"), when available, and a Limited Partnership Agreement and Subscription Documents (together with any
side letters and related agreements, the "governing documents") that give the details of the investment objectives, risks, fees, and other important information about the Funds. The Funds’ investment strategies are described in each Fund’s respective Offering Memorandum. The Funds and their underlying investors may not otherwise impose restrictions on investing in certain securities or types of securities. In accordance with common industry practice, one or more of the Funds or their General Partners have entered into “side letters” or similar agreements with certain Investors pursuant to which the General Partner granted the Investor specific rights, benefits, or privileges that were not made available to Investors generally. The Funds or their General Partners may in the future enter into additional agreements, or “side letters,” with certain prospective or existing Investors whereby such Investors may be subject to terms and conditions that are more advantageous than those set forth in the Offering Memorandum and/or operating agreement for a given Fund.
C. Wrap Fee Programs Drive does not participate in wrap fee programs.
D. Assets Under Management Drive has full and exclusive management authority over all investments, asset dispositions, distributions, and other affairs of the Advisory Clients. As of March 31, 2026, the following represents the amount of client assets under management by Drive: Type of Account
Assets Under Management (“AUM”)
Discretionary
$4,383,104,078
Non-Discretionary
$0
Total:
$4,383,104,078
Item 5. Fees and compensation
A. Advisory Fees Drive and its affiliated General Partners provide investment advisory services to the Funds. The Funds compensate Drive and its affiliates through management fees and a performance-based allocation of profits (referred to as "carried interest" or "carry"). The specific terms applicable to any Fund are set forth in that Fund's governing documents, which control in the event of any inconsistency with this Brochure.
Read the rest of Item 5 (1,991 more words)
As described more fully below, Drive is permitted to receive additional compensation in connection with management and other services performed for portfolio companies of the Funds and any such additional compensation will generally offset, in whole or in part, subsequent management fees otherwise payable to Drive to the extent provided by the applicable Fund governing documents. Management Fees Drive (or an affiliated management company) generally receives an annual management fee from each Fund ranging from 0.00% to 2.00% of capital commitments, invested capital, or net asset value, as specified in the applicable governing documents. Management fees are typically charged quarterly in advance and are customarily reduced, or "stepped down," over the life of a Fund (for example, following the end of a Fund's investment period, upon the formation of a successor fund, or during any wind-down or liquidation period). Management fees are generally not prorated for partial periods other than at the initial and final period of a Fund. In general, management fees are charged on committed capital for the life of the Fund. As more fully described below, certain earlier fund vintages (“Legacy Funds”) have differing management fee structures. The specific management fee calculation methodology varies across the Funds and is more fully described in each Fund’s governing documents. Carried Interest The General Partner of each Fund is generally entitled to a performance-based allocation of profits ("carried interest") ranging from 10% to 30% of net profits, calculated and distributed in accordance with the distribution waterfall set forth in the applicable governing documents. Certain Funds may apply different carried interest rates to different series, sleeves, or categories of investments, and carry rates may step up based on performance as described in the governing documents. Certain Funds do not charge carried interest. Carried interest is generally subject to clawback and other customary provisions detailed in the applicable governing documents. Drive reserves the right to waive or reduce carried interest for certain vehicles and/or Investors, as permitted by the Fund governing documents. Proprietary Vehicles (Drive Capital Ignition Funds) Drive sponsors a separate series of Funds branded "Drive Capital Ignition" (the "Ignition Funds"). The Ignition Funds are proprietary vehicles offered principally to Drive's partners, principals, employees, and certain "friends and family" and other persons affiliated with the Firm to invest alongside Drive's flagship Funds. Consistent with their proprietary character, the Ignition Funds do not pay a management fee to Drive or its affiliates, and items of income, gain, loss, and expense are allocated to the partners of each Ignition Fund in proportion to their respective capital commitments, without any carried interest or other performance-based allocation to the General Partner. The General Partner of each Ignition Fund receives no compensation for its advisory services other than its pro-rata share of investment returns on its own committed capital.
Legacy Funds The Legacy Funds’ management fee structures differ in certain respects from the structure described above. In general, the Legacy Funds’ management fees are charged on committed capital until commencement of the management fee stepdown after which fees are charged based on the aggregate original cost of portfolio investments less the aggregate original costs of realized securities and recycled capital, plus reserved but uncalled committed capital. These Legacy Funds remain under Drive's management but are no longer in their investment periods and Drive does not intend to use these legacy structures for new Fund vintages. The management fee, carried interest, and other economic terms of each Legacy Fund are governed exclusively by that Fund's governing documents. Waivers, Reductions, and Side Letters Management fees, carried interest, and other compensation terms are generally subject to modification, waiver, or reduction for certain investors by agreement between Drive (or the applicable General Partner) and such investors, including through side letters. In addition, Drive's partners, principals, employees, affiliates, and certain business associates, "friends and family," and other persons related to or affiliated with the Firm typically invest in the Funds on terms that include reduced or waived management fees and/or reduced or waived carried interest. Feeder funds, alternative investment vehicles, parallel funds, and co-investment vehicles established in connection with a Fund may also have different, reduced, or waived fee and carry terms. Management Fee Offsets Drive, the General Partners and other persons associated with Drive are generally permitted to receive certain transaction, monitoring, directors', advisory, consulting, investment banking, broker, finder, break-up, or similar fees from Fund portfolio companies or prospective portfolio companies. To the extent Drive, a General Partner, or their respective affiliates receive such fees, such fees generally offset (in whole or in part) the management fee otherwise payable by the Fund, net of related unreimbursed expenses and as further described in the applicable Fund governing documents. However, management fee offsets will not apply to direct reimbursement of out-of-pocket expenses, rent paid by portfolio companies for the use of office space and recruiting fees received by the Drive Talent Platform. In addition, not all Funds require a management fee offset with respect to transaction, monitoring, directors', advisory, consulting, investment banking, broker, finder, break-up, or similar fees from Fund portfolio companies or prospective portfolio companies. Receipt of such compensation by Drive personnel gives rise to potential and actual conflicts of interest and creates an incentive for Drive to cause a Fund to pursue an investment in a manner that differs from the manner in which the Fund would act in absence of such compensation. Such conflicts are partially but not fully mitigated by the management fee offset.
B. Other Fees and Expenses Drive generally bears its own routine overhead and administrative expenses. These include the salaries, bonuses, and other compensation of its investment professionals and support staff, rents payable for space used by Drive, expenditures for equipment used by Drive, and costs and expenses of Drive’s ongoing compliance with the Advisers Act. These operational costs are intended to be covered by the Management Fee described above.
In addition to the management fee, each Fund is responsible for and pays all costs and expenses related to its operation and investment activities. These include, but are not limited to: •
•
•
Investment and Portfolio Expenses o Transaction Costs: All expenses related to the evaluation, acquisition, holding, sale, or disposal of portfolio investments (whether or not ultimately consummated), including private placement fees, sales commissions, appraisal fees, finder’s fees (paid to persons other than the General Partner or its affiliates), brokerage fees, stock distribution agent fees, and "broken deal" expenses for unconsummated transactions (subject to a $500,000 aggregate cap on unconsummated transaction expenses). o Research and Sourcing: Expenses for developing investment opportunities, research reports, surveys, white papers, statistical and market data subscriptions, cloud storage for research data, and attendance at industry conferences intended to develop investment opportunities. o Data Systems: A proportionate share of the maintenance and operation of the Firm’s proprietary portfolio tracking and data analysis platform ("Herbie"), as well as cloud storage for research data. o Due Diligence: Fees for legal, accounting, tax, and technical advisors performing diligence on potential or existing investments, and fees and expenses of investment advisers and independent consultants incurred in connection with investigating and evaluating investment opportunities. o Travel: Reasonable travel expenses incurred in connection with the identification, evaluation, consummation, and management of Fund investments. Fund Administration and Governance o Professional Services: Independent audit, tax advisory, and legal fees related to the operation of the Fund, including fees of the independent certified public accountant for the annual audit and preparation of the Fund’s annual tax return, costs of independent appraisers, and legal, tax advisory, and accounting fees incurred in connection with the purchase or sale of investments (whether or not consummated). o Administration: Fees and expenses for third-party fund administrators, including costs for maintaining the Fund’s books and records, processing capital calls or distributions, and preparation of reports and correspondence. o LP Communication: Costs for web portals, extranets, computer software, and other administrative or reporting tools (including subscription-based services) for the benefit of the Fund or the Limited Partners, as well as preparation and other expenses associated with annual and other reports to the Partners. o Meeting Costs: Expenses for the Fund’s annual information meetings, expenses of the Advisory Committee meetings, and reimbursement of reasonable out-ofpocket costs (including airfare, lodging, meals, travel, and fees for legal counsel or other advisors) for Advisory Committee members and the General Partner to attend such meetings. o AML Compliance: Fees and expenses associated with the Fund’s anti-money laundering compliance and accounting. Financing and Legal Obligations o Financing Fees: All interest, fees, and expenses related to borrowings by the Fund or any Alternative Fund, including subscription lines of credit and fees incurred in connection with the maintenance of bank or custodian accounts. o Insurance: Premiums for D&O/E&O liability insurance and other coverage protecting the Fund, the General Partner, the Management Company, or any
•
Indemnified Persons against fraud, crimes, or claims that could give rise to a Fund liability (the purchase of such insurance being at the discretion of the General Partner). o Indemnification and Litigation: All costs arising from the Fund's indemnification obligations and all legal and other fees and expenses incurred in prosecuting, responding to, or defending administrative or legal proceedings, investigations, or inquiries (including subpoenas and other discovery requests), whether actual or threatened, relating to the Fund or its activities, including any judgments and settlements in connection therewith. o Organizational and Placement Costs: All organization costs, fees, and expenses incurred in connection with the formation and organization of the Fund, its General Partner, and their affiliates (subject to a cap of $3,000,000 per Fund, unless otherwise approved by the Advisory Committee), and all placement fees incurred in connection with the offer, sale, and/or syndication of limited partnership interests in the Fund. Organization costs are allocated among the Fund and any Parallel Funds based on relative capital commitments. Taxes and Government Charges o Taxes: All taxes, fees, or other governmental charges levied against the Fund (including real property or personal property taxes on investments), and costs for tax audits or reviews. o Transfer Expenses: Unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer of partnership interests, or the default by any Partner in the payment of capital contributions. o Extraordinary Expenses: Any costs and expenses that are classified as extraordinary expenses under GAAP. o Amendments: Costs and expenses incurred in connection with amendments to, and waivers, consents, or approvals pursuant to, the Fund’s governing documents. o Liquidation Costs: All fees and expenses incurred in connection with the liquidation of the Fund’s assets, specifically including legal and accounting fees and expenses. o Securities Registration: Legal, audit, and other expenses incurred in connection with the registration of the Fund’s portfolio securities under the Securities Act.
Allocation of Expenses Among Multiple Funds Drive may, from time to time, incur fees, costs, and expenses on behalf of more than one Fund or Fund managed in parallel with a Fund (each, a “Parallel Fund”). In such cases, each Fund will typically bear its allocable portion of such expenses in proportion to the size of the Fund, the size of its investment in the activity or entity to which the expense relates, or its relative usage (as determined by the General Partner in its sole discretion). Specifically, expenses related to research, market data, and the maintenance of the Firm’s proprietary portfolio tracking database ("Herbie") are generally allocated among all participating funds on a pro-rata basis. Drive endeavors to allocate all shared fees, costs, and expenses on a fair and equitable basis over time. Drive does not receive any transaction-based compensation from the Funds for the sale of securities or other investment products to any Fund. For more information on brokerage transactions and costs, please see Item 12: Brokerage Practices.
For a complete description of the expense allocation and management fee offset mechanics, investors should refer to the offering documents for their respective Fund. In the event of any conflict between this Brochure and the offering documents, the offering documents shall govern and control.
Item 6. Performance-based fees and side-by-side management
As described in Item 5 above, Drive's affiliated General Partners are entitled to receive carried interest from most of the Funds Drive advises. The Ignition Funds, however, do not pay carried interest, a management fee, or other performance-based compensation to Drive or its affiliated General Partners. Although Drive does not receive carried interest or management fees from the Ignition Funds, each Ignition Fund is organized as a parallel investment vehicle to a single corresponding flagship Fund of the same vintage within the same Fund family (for example, Drive Capital Ignition Fund V is the parallel investment vehicle to Drive Capital Fund V), and the Ignition Fund and its corresponding flagship Fund generally invest in each portfolio company on a pro-rata basis.
Read the rest of Item 6 (437 more words)
The pro-rata participation percentages of the Parallel Funds are fixed at the time of the final closing of the applicable vintage based on the relative capital commitments of those Funds, and Drive does not separately determine whether to allocate any particular investment opportunity to an Ignition Fund. The Ignition Fund's participation in any investment made by its corresponding flagship Fund is determined by the pro-rata percentage established at final closing. In addition, Drive does not commence investing a successor vintage within a given investment strategy until the predecessor vintage's committed capital is substantially invested and reserved for follow-on investments, and the predecessor vintage may not add new portfolio companies once the successor vintage commences investing. Accordingly, Funds of different vintages within the same investment strategy do not generally compete for the same new investment opportunities. Notwithstanding the structural mitigants described above, as discussed in more detail under “Conflicts of Interest,” Drive and its supervised persons face conflicts of interest that arise from managing multiple Funds with differing fee structures, terms, and economic arrangements including, for example, conflicts in (i) allocating investment opportunities between Drive's separate investment strategies (each of which targets investments in accordance with its own investment mandate and may, from time to time, be eligible to participate in a similar opportunity), (ii) allocating co-investment opportunities (including to Drive's dedicated coinvestment Funds and to investors and other third parties), and (iii) allocating Drive personnel's time and other resources among the Funds. Drive and its supervised persons may have an incentive to favor Funds for which Drive (or its affiliates) receives, or expects to receive, higher compensation in connection with these decisions. Drive is guided by fiduciary principles in the management of conflicts of interest and is required to act at all times in the best interests of each of the Funds it advises, regardless of the fee structure or compensation arrangements applicable to a particular Fund. To address conflicts arising from side-by-side management, Drive has adopted policies and procedures including written allocation policies, investment-opportunity policies, and the Code of Ethics described in Item 11 pursuant to which investment opportunities and other resources are allocated among the Funds in a manner that Drive believes is consistent with its fiduciary obligations as an investment adviser and the governing documents of each Fund. In addition, material conflicts of interest that require disclosure to, or consent or approval of, the limited partner advisory committee of a Fund (an "LPAC") under that Fund's governing documents are escalated to the applicable LPAC for review and, where required, consent or approval in accordance with the procedures set forth in the applicable governing documents.
Item 7. Types of clients
Drive provides investment advisory services exclusively to its Fund clients. The minimum capital commitment to invest in a flagship Fund is generally $500,000, and the minimum capital commitment to invest in an Ignition Fund is generally $20,000. Drive (or the applicable General Partner) may, in its sole discretion, waive or reduce these minimums for any particular investor, and historically has waived or reduced minimums for certain investors, including employees and their family members. The minimum capital commitment applicable to any particular Fund is set forth in that Fund's offering documents and governing documents.
Read the rest of Item 7 (171 more words)
Although Drive is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”), each Fund is itself structured to rely on an exclusion from registration under the Investment Company Act of 1940 (the "Company Act") set forth in Section 3(c)(1) or Section 3(c)(7) of the Company Act, and interests in the Funds are offered and sold in reliance on exemptions from registration under the Securities Act. Accordingly, investment in a Fund is generally limited to investors who qualify as "accredited investors" under Regulation D under the Securities Act and, with respect to any Fund relying on Section 3(c)(7) of the Company Act, as "qualified purchasers" under the Company Act. In addition, to the extent any Fund or its General Partner charges a performance-based fee or allocation, investors in that Fund are generally required to qualify as "qualified clients" under Rule 205-3 under the Advisers Act. The eligibility requirements applicable to any particular Fund are set forth in that Fund's offering documents and governing documents.
Item 8. Methods of analysis, investment strategies and risk of loss
A. Methods of Analysis and Investment Strategies Drive seeks to generate returns for its investors, principally through venture capital investments. Drive’s investment advisory services generally consist of identifying and evaluating investment opportunities, negotiating investments, managing and monitoring investments and achieving dispositions for investments. Investments are predominantly in privately-held companies, although certain Funds are expected to make or hold investments in public companies and other assets. With respect to many of its Funds’ portfolio companies, Drive seeks to combine its product insights with data-driven rigor and develop a highly engaged approach and long-term oriented relationship with such portfolio companies. There can be no assurance that Drive will achieve the investment objectives of any Fund and a loss of investment is possible.
Read the rest of Item 8 (2,663 more words)
B. Risk of Loss Each Fund and its investors bear the risk of loss that Drive’s investment strategy entails. The discussion below of risks associated with investments does not purport to be an exhaustive list of all risks associated with an investment in the Funds. Please refer to the applicable Governing Documents of the Funds for a more detailed discussion of risks. General Investment Risks Reliance on the General Partner and Management Company. Investors in the Funds do not have the right or power to participate in the management of the Funds and have no ability to control the timing of the purchase, sale, or other disposition of portfolio investments. The success of each Fund depends on the ability of the applicable General Partner and Drive’s investment team to identify suitable investments, negotiate and arrange the closing of appropriate transactions, and arrange the timely disposition of portfolio investments. No investor should invest in a Fund unless it is willing to entrust all aspects of Fund management to the applicable General Partner and Drive. No Assurance of Investment Return; Past Performance. There is no assurance that any Fund will be able to invest its capital on attractive terms or generate returns for its investors. A Fund’s losses and expenses may exceed its income and gains. Past investment performance by Drive’s principals or other investment personnel, in their individual capacities or through any entities with which they are or were affiliated, provides no assurance of future results. Competition for Investments; Unspecified Investments. The Funds compete for investments with other entities, including institutional investors, other private investment funds, and operating companies that may have greater resources. Competition may result in less favorable investment terms and may reduce the number of available investment opportunities. In addition, a Fund may not have identified its particular investments at the time an investor commits capital, and investors must rely upon Drive’s ability to identify suitable investments consistent with each Fund’s investment objectives and policies. Portfolio Company and Investment Risks Early-Stage and Expansion-Stage Investments. The Funds invest primarily in privately held, early-stage and expansion-stage technology companies. These companies may have no revenues and may not be profitable. They may require considerable additional capital to
develop technologies and markets, acquire customers, and achieve or maintain a competitive position, and such capital may not be available on acceptable terms or at all. The technologies and markets of such companies may not develop as anticipated, even after substantial expenditures of capital, and such companies may face intense competition from established companies with significantly greater financial and technical resources. Reliance on Portfolio Company Management. Each portfolio company’s day-to-day operations are the responsibility of its own management team. Although Drive monitors the performance of each investment, there can be no assurance that a portfolio company’s existing management team, or any successor, will be able to operate the company in accordance with the applicable Fund’s plans. The success of each portfolio company depends in substantial part upon the skill and expertise of its management team, and portfolio companies may face challenges in attracting, retaining, and developing key personnel in a highly competitive market for executive talent. Lack of Diversification. The Funds’ investments are not broadly diversified and are not subject to diversification requirements. A Fund may invest in a limited number of companies, sectors, countries, or regions. To the extent a Fund concentrates its investments, the Fund’s returns become more susceptible to fluctuations in value resulting from adverse business or economic conditions affecting a particular company, sector, country, or region. As a consequence, the aggregate return of a Fund may be adversely affected by the unfavorable performance of one or a small number of investments. Availability of Investment Capital and Reserves. Portfolio company investments may require several rounds of capital infusions before reaching maturity. Although the Funds endeavor to maintain sufficient liquidity to participate in follow-on rounds of financing, the Funds do not intend to provide all necessary follow-on capital required by any portfolio company. If third-party sources of financing are unavailable or available only on unfavorable terms, the Fund’s investment could be materially adversely affected. Estimating the appropriate amount of reserves for follow-on investments, operating expenses, and other liabilities is inherently difficult, and inadequate or excessive reserves could impair investment returns. Legal and Regulatory Risks in Portfolio Companies. The products and services of portfolio companies may be subject to extensive regulation by federal, state, local, and foreign regulatory authorities. There can be no assurance that products or services developed by portfolio companies will receive required governmental approvals. Discovery of previously unknown problems with a product, service, manufacturer, or facility could result in restrictions, costly recalls, or withdrawal from the market, any of which could have a significant adverse effect on the applicable portfolio company and the Fund’s aggregate performance. Valuation, Liquidity, and Disposition Risks Valuation of Securities. The fair market value of portfolio investments is determined by the applicable General Partner in accordance with each Fund’s governing documents. Such valuations may not reflect the price at which an investment could be sold in the market, and the difference between fair market value and the ultimate sale price could be material. Different methods of valuing securities may provide materially different results. Actual realized returns on unrealized investments will depend on, among other factors, the value of the securities at the time of disposition, any related transaction costs, and the manner of sale. Long-Term and Illiquid Nature of Fund Interests. An investment in a Fund is a long-term commitment. Interests in the Funds are highly illiquid and have no public market value. Interests have not been registered under the Securities Act, and no such registration is contemplated.
The transfer of interests is subject to the approval of the applicable General Partner and other restrictions set forth in the governing documents. Consequently, investors may not be able to liquidate their investments in the event of an emergency or for any other reason, and an investment in a Fund is suitable only for persons and entities that have no need for liquidity with respect to their investment. Lack of Liquidity within Investment Portfolio. The Funds’ investment portfolios consist, to a significant extent, of investments in early-stage and expansion-stage private companies. Such investments are generally illiquid and difficult to value, and there may be little or no collateral to protect an investment once made. At the time of investment, a portfolio company may lack one or more key attributes necessary for success, such as proven technology, operational stability, consistent profitability, a marketable product, a complete management team, or strategic alliances. Disposition of investments may be delayed for legal, contractual, or regulatory reasons, and may result in distributions in kind to investors. Leverage. The Funds’ investments may include portfolio companies with capital structures that include significant leverage. Leveraged capital structures increase the exposure of portfolio companies to adverse economic factors such as rising interest rates, economic downturns, or deteriorations in the condition of the portfolio companies or their industries. If a leveraged portfolio company cannot generate adequate cash flow to meet its debt obligations, the Fund may suffer a partial or total loss of capital invested in that portfolio company. Fund Structure Risks Dependence on the Management Team. Each Fund is dependent upon the activities of Drive’s management team. Drive’s principals have sole discretion over the investment of capital committed to the Funds, as well as the ultimate realization of any profits. The loss of any principal or other key member of the Drive investment team could have a material adverse effect on a Fund’s performance. If one or more key personnel should cease to be involved in the investment management of a Fund, suitable replacements may be difficult to obtain. Non-Controlling and Controlling Investments. A Fund may hold a non-controlling interest in certain portfolio companies and therefore have limited ability to protect its position. The Fund may be significantly reliant on the existing management and board of directors of such companies, which may include representatives of other investors whose interests may conflict with those of the Fund. Conversely, where a Fund holds a controlling interest in a portfolio company, the Fund may be exposed to additional risks of liability, including lawsuits by minority shareholders and claims for environmental damage, product defects, or failure to supervise management. Co-Investments with Third Parties. The Funds may co-invest with third parties through joint ventures or other entities. Such investments involve risks related to third-party involvement, including the possibility that a co-venturer may experience financial difficulties, have economic or business interests inconsistent with those of the Fund, or be in a position to take or block action contrary to the Fund’s investment objectives. In certain circumstances, a Fund may be liable for the actions of its third-party co-venturers. Indemnification. To the extent permitted by law, each Fund is required to indemnify the applicable General Partner, its partners, members, employees, agents, affiliates, and the members of the LP Advisory Committee for liabilities incurred in connection with the affairs of the Fund. Such liabilities may be material and have an adverse effect on returns to investors. The indemnification obligations of a Fund would be payable from the assets of the Fund, including the unpaid capital commitments of the Limited Partners. Drive will not interpret such
provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. Market, Economic, and Geopolitical Risks Economic Conditions. Changes in economic conditions, including interest rates, credit availability, inflation rates, industry conditions, government regulation, competition, technological developments, and political and diplomatic events, can affect the Funds’ investments and prospects materially and adversely. None of these conditions are within Drive’s control, and Drive may not be able to effectively anticipate these developments. A recession or adverse developments in the securities or credit markets could have a significant impact on some or all of the Funds’ investments and could result in substantially lower liquidation values and longer periods before liquidity is achieved. Non-U.S. Investments and Currency Risks. The Funds may invest a portion of their capital outside the United States. Such investments involve additional risks, including risks relating to currency exchange, differences between U.S. and foreign securities markets, potential price volatility and relative illiquidity of certain foreign securities markets, economic, social, and political instability, the possible imposition of foreign taxes, and less developed corporate laws regarding creditors’ rights, fiduciary duties, and investor protection. Fund assets and income from non-U.S. investments may be denominated in various currencies, and fluctuations in exchange rates may adversely affect returns. Public Health and Climate Change Risks. Epidemics, pandemics, and other public health crises may materially and adversely affect the global economy and Fund performance. Climate change and related regulatory developments, including measures to reduce carbon emissions, may disrupt portfolio companies’ operations through increased costs, changes in the availability of natural resources, rising energy costs, and other economic disturbances. Climate-related disruptions could have material adverse impacts on portfolio companies and on the broader society and economy in which they operate. Failure of Third-Party Financial Institutions. The Funds, their General Partners, Drive, and portfolio companies maintain cash deposits at third-party financial institutions. Deposits in excess of FDIC insurance limits could be lost in the event of a financial institution failure. If any such depositor is a Fund, such loss could adversely affect investors’ investment returns. If any such depositor is a General Partner or Drive, such loss could adversely impact their ability to manage the Fund effectively. If any such depositor is a portfolio company, such loss could have a material adverse effect on the portfolio company’s liquidity and operations. Technology, Cybersecurity, and Digital Asset Risks Digital Asset Risks. Certain Funds may invest in cryptocurrencies, tokens, and other digital assets based on blockchain or distributed ledger technology (collectively, “Digital Assets”). Digital Assets are loosely regulated, have no central marketplace for exchange, and have experienced extreme price volatility. The marketplace for Digital Assets is still in early stages of development, which may increase the risk of loss due to undiscovered software flaws, advances in computing technology, third-party attacks on networks, fraud, or security breaches. Valuation, liquidity, and custody of Digital Assets may present unique challenges and uncertainties that could adversely affect the value of a Fund’s investments. Cybersecurity Risk. Drive, its service providers, portfolio companies, and other market participants depend on complex information technology and communications systems that are subject to threats, including unauthorized access, data breaches, ransomware, phishing, and other cyberattacks. A successful penetration or circumvention of security systems could result in
the loss or theft of investor data or funds, the inability to access electronic systems, regulatory penalties, legal liability, reputational damage, or financial loss. Similar types of operational and technology risks are present for the companies in which the Funds invest, which could have material adverse consequences for such companies and may cause the Funds’ investments to lose value. Regulation of Artificial Intelligence. The Funds’ investments may include portfolio companies engaged in artificial intelligence, machine learning, or similar technologies, or that depend on such technologies as a component of their operations. Drive and the General Partners may also depend on AI as a component of their operations. The dynamic and evolving nature of AI technologies may subject portfolio companies to unforeseen regulatory challenges, potentially affecting their operations and financial performance. Changes in legislation or the introduction of new regulatory frameworks could lead to increased compliance costs, delays in product development, restrictions on certain AI applications, or other material negative consequences. Regulatory and Legal Risks Legal, Tax, and Regulatory Changes. Legal, tax, and regulatory changes could occur during the term of a Fund that may adversely affect the Fund, its portfolio investments, or its investors. Changes in laws and regulations applicable to the taxation of carried interest may result in certain types of investments or investment returns being treated differently and accordingly may influence the General Partners’ decisions as to how to structure the investment profiles of the Funds. The Funds may have limited legal recourse in the event of a dispute, and remedies may need to be pursued in the courts of various jurisdictions. Foreign Investment Review. Under the Defense Production Act of 1950, the U.S. Government has the authority to restrict and prevent foreign acquisitions of, and investments in, U.S. companies on national security grounds. The Committee on Foreign Investment in the United States (“CFIUS”) conducts national security reviews of foreign investments and may impose conditions on such investments, including mandatory divestiture, restrictions on access to technology, or restrictions on governance. CFIUS review could affect the Funds’ ability to make or dispose of investments, result in increased costs (including legal fees), or cause significant delays. Securities Laws Restrictions. Drive personnel may from time to time serve as directors of portfolio companies. As a result, a Fund may possess or be deemed to possess material nonpublic information that restricts the Fund’s ability to buy, sell, or distribute securities of such companies for substantial periods of time. In addition, a Fund’s ability to trade in securities of portfolio companies may be restricted by applicable securities laws, including Section 16 of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act, as a result of board participation or the extent of ownership by the Fund and affiliated persons. Tax-Related Risks Tax Risks. The Funds may not be able to provide final Schedule K-1s to investors for any given fiscal year until after the filing deadline for such investors’ tax returns; investors may be required to obtain extensions of filing dates. Changes in tax laws, including rules affecting the taxation of carried interest, could affect the tax treatment of Fund investments and returns. An audit of a Fund’s tax return by the Internal Revenue Service could result in adjustments that affect individual investors’ tax positions, and the General Partner may take primary responsibility for contesting such adjustments, potentially limiting individual investors’ participation in related proceedings. Investors should consult their own tax advisors regarding the tax consequences of an investment in the Funds.
Item 9. Disciplinary information
Registered investment advisers such as Drive are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of Drive or the integrity of its management. Neither Drive nor its financial professionals have any such legal or disciplinary events in their history and therefore have no information to disclose with respect to this Item.
Item 10. Other financial industry activities and affiliations
A. Broker-Dealer Registration Neither Drive nor any of its management persons is registered, or has an application pending to register, as a broker-dealer or as a registered representative of a broker-dealer.
B. Futures and Commodities Registration Neither Drive nor any of its management persons is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of any of the foregoing.
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C. Material Relationships and Affiliations with Related Persons Pooled Investment Vehicles and Sponsors of Limited Partnerships Drive serves as the investment adviser to the Funds described in Item 4 of this Brochure. Each Fund is sponsored by, and has as its General Partner, an entity that is under common control with Drive. The General Partners are related persons of Drive. Certain of the Funds also invest through wholly-owned holding vehicles, blocker entities, alternative investment vehicles, and similar structures formed for tax, regulatory, or other structuring purposes, each of which is also a related person of Drive. In addition, Drive Capital Investment, L.P., a related person of Drive, holds a portion of the carried interest entitlements associated with certain General Partners. The relationships among Drive, the General Partners, the Funds, and these related entities are inherent to Drive's business as a private fund adviser. Drive's principals, partners, employees, and other related persons may from time to time invest in or hold interests in the Funds, the General Partners, the related carried interest and holding vehicles, and the Ignition Funds. The conflicts of interest arising from these relationships are addressed through the policies and procedures described in Items 6, 11, and 12 of this Brochure and through the disclosure and consent provisions of each Fund's offering documents and governing documents. GP-Stakes Investor In February 2024, Collective Global Fund I Aggregator A, L.P. acquired a passive minority equity interest in Drive, and Collective Global Fund I Aggregator B, L.P. acquired a passive minority equity interest in Drive Capital Investment, L.P. (together, the "Collective Global Aggregators"). The Collective Global Aggregators are pooled investment vehicles managed by an affiliate of Collective Global, which is itself an exempt reporting adviser with the SEC. Collective Global Fund I Aggregator B, L.P. is also a Limited Partner of Drive Capital Ignition Fund V, L.P. and Drive Capital Overdrive Ignition Fund III, L.P. on substantially the same terms as other similarly-situated Limited Partners of those Funds. The Collective Global Aggregators are passive investors and have no role in Drive's investment decisions, governance, or day-today management. Other Categories Neither Drive nor any of Drive's related persons has a material relationship with any other related person in any of the categories enumerated in Item 10.C of Form ADV Part 2A, including (without limitation) any related-person broker-dealer, futures commission merchant, banking or thrift institution, accountant or accounting firm, lawyer or law firm, insurance company or agency, pension consultant, or real estate broker or dealer.
D. Recommendations of Other Investment Advisers Drive does not recommend or select other investment advisers for the Funds in exchange for compensation, and Drive does not have other business relationships with investment advisers that create a material conflict of interest with the Funds.
Item 11. Code of ethics, participation in client transactions and personal trading
A. Code of Ethics Drive has adopted a Code of Ethics in accordance with Rule 204A-1 under the Advisers Act (the “Code”). The Code applies to all partners, officers, employees, and other supervised persons of Drive (“Supervised Persons”) and is designed to address conflicts of interest that may arise between Drive and its clients.
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Among other things, the Code (i) sets forth the fiduciary principles and standards of business conduct expected of Supervised Persons; (ii) requires compliance with applicable federal securities laws and restricts the use of material non-public information; (iii) requires pre-clearance and periodic reporting of personal securities transactions in covered accounts and reportable securities, including initial and annual holdings reports and quarterly transaction reports; (iv) imposes restrictions on outside business activities, gifts and entertainment, and political contributions; and (v) requires prompt reporting of any suspected violations of the Code. A copy of the Code is available to any client or prospective client (including any investor or prospective investor in a Fund) upon written request to isabel@drivecapital.com.
B. Material Financial Interest Drive and its Related Persons have material financial interests in the securities purchased and sold by the Funds. These interests, and the principal conflicts they create, are described below. Drive addresses these conflicts through disclosure in the offering documents and governing documents of the Funds, the policies and procedures set forth in the Code, and, where applicable, oversight by the relevant LPACs. GP commitments and personal investment in the Funds The General Partner of each Fund, which is a Related Person of Drive, makes a capital commitment to that Fund. Drive’s principals and other Supervised Persons may also commit personal capital to the Funds, directly or indirectly through the General Partner or other vehicles. These commitments align Drive’s economic interests with those of investors but also create a financial interest in the timing, sizing, and performance of Fund investments. GP-stakes and aggregator interests As described in Item 10, the Collective Global Aggregators hold minority economic interests in Drive Capital, LLC and Drive Capital Investment, L.P. These arrangements give the holders an indirect economic interest in Drive’s revenues, including management fees and carried interest. Consulting arrangement with a former member of Drive Capital, LLC A former member of Drive Capital, LLC provides consulting services to Drive on an ongoing basis and is compensated by Drive for those services out of management fees received from the Funds. Such compensation is paid by Drive and is not charged to the Funds or to portfolio companies of the Funds, and is not in addition to the management fees described in Item 5. The former member is a Related Person of Drive and may serve on the boards of, or otherwise advise, portfolio companies of the Funds. Drive Talent, LLC Drive Talent, LLC (“Drive Talent”), a Related Person of Drive, provides talent and recruiting services to (i) Drive Capital, LLC, in support of its operations as the management company of
the Funds, and (ii) portfolio companies of the Funds, which engage Drive Talent directly on the same basis as they would engage any other third-party recruiter. The Funds do not pay Drive Talent. Drive pays Drive Talent for services provided to the management company out of management fees received from the Funds, in the same manner that the management company pays its other ordinary-course vendors. Fees received by Drive Talent in excess of its operating expenses trigger a management fee offset to the Limited Partners of the relevant Fund, in accordance with the terms of that Fund’s offering documents and governing documents. This arrangement creates a potential conflict because Drive and its personnel benefit indirectly from the engagement of Drive Talent by portfolio companies; Drive seeks to mitigate this conflict through the fee-offset mechanic described above and by ensuring that Drive Talent’s services are provided on arm’s-length terms. Recusal protocol for personal interests in portfolio companies From time to time, a Supervised Person may have a personal or familial financial interest in a company that is, or is being considered to become, a portfolio company of the Funds. For example, a Supervised Person is currently recused from any investment, follow-on financing, governance, and disposition decisions involving a portfolio company of one of the Funds in light of a family member’s pre-existing interest in that company. In each such case, Drive’s policies require the affected Supervised Person to recuse themselves from all related decisions, to refrain from sharing or seeking material non-public information regarding the matter, and to disclose the interest to Drive’s Chief Compliance Officer. Drive maintains and periodically updates a list of standing recusals. Loans and expense advances to Supervised Persons Drive or an affiliate of Drive may from time to time extend loans, or make expense advances, to Supervised Persons, including loans to fund a Supervised Person’s personal commitment to a Fund and ordinary-course advances of business expenses. These arrangements are reviewed for compliance with the Code and applicable law and are entered into on terms Drive believes to be appropriate. The arrangements create a potential conflict because the Supervised Person is both an obligor to Drive and a fiduciary to the Funds. The cost of these arrangements is not charged to the Funds; the costs are borne by Drive and reimbursed by the Supervised Person.
C. Investing in Same Securities as Clients Drive and its Related Persons do not generally invest in the same private securities purchased by the Funds other than through their interests in the Funds, the related General Partners, and the affiliates described in Item 11.B above. From time to time, a Supervised Person may hold publicly traded or other marketable securities in a personal account that overlap with positions held by the Funds (for example, securities received as a result of an initial public offering or other liquidity event involving a Fund portfolio company). Such personal holdings are subject to the pre-clearance, reporting, and trading restrictions of the Code, including blackout periods around Fund transactions where applicable.
D. Trading at or About the Same Time as Clients The Funds primarily invest in privately negotiated transactions, and Drive does not engage in agency cross or principal transactions with the Funds. To the extent a Supervised Person trades in publicly traded securities also held by the Funds, the timing and size of such trades are governed by the Code’s pre-clearance, blackout, and reporting requirements, which are designed to prevent Supervised Persons from trading ahead of, or otherwise benefiting from, Fund activity.
Item 12. Brokerage practices
A. Selection of Broker-Dealers The Funds invest principally in privately negotiated equity securities of private companies, which are not effected through broker-dealers. Brokerage activity for the Funds is infrequent and arises primarily when a Fund receives publicly traded securities as a result of an initial public offering or other liquidity event involving a portfolio company. When the Funds do effect securities transactions through a broker-dealer, Drive selects brokerdealers with the goal of obtaining best execution.
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Drive evaluates broker-dealers based on a range of factors that may include the broker-dealer’s ability to effect prompt and reliable execution at favorable prices, financial strength and stability, operational efficiency, experience with the relevant security or transaction type, the competitiveness of commission rates, and the quality of any related custody or settlement services. It is important to note that best execution is a qualitative standard; it is not measured solely by reference to commission rates or price. Paying a broker a higher commission rate than rates charged by other brokers may be appropriate when the difference in commission rate is reasonably justified by the value of brokerage services obtained for the Funds, or by speed of execution. Drive periodically reviews the broker-dealers it uses to assess whether they continue to provide quality execution services on competitive terms. Soft Dollar Benefits Drive does not have any soft dollar arrangements within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and does not direct brokerage to any broker-dealer in exchange for research or other products or services. Brokerage for Client Referrals Drive does not consider whether a broker-dealer has referred clients or investors to Drive when selecting broker-dealers, and does not direct brokerage in consideration of client or investor referrals. Directed Brokerage The Funds are pooled investment vehicles, and investors in the Funds do not have the ability to direct brokerage on behalf of the Funds.
B. Order Aggregation Given the Funds’ principal focus on private investments and the infrequency of brokerage transactions, Drive does not generally have opportunities to aggregate orders across Funds. To the extent multiple Funds hold the same publicly traded security and Drive determines that aggregation would produce a better outcome, transactions may be aggregated and allocated pro rata among the participating Funds based on their respective holdings, or as otherwise provided in the applicable Fund’s offering documents and governing documents.
Item 13. Review of accounts
A. Review of Accounts The Funds’ portfolios are subject to ongoing review by Drive’s investment professionals and finance and accounting personnel, with formal reviews occurring at least quarterly under the supervision of the General Partners of the respective Funds. These reviews include analysis of portfolio company performance, position sizing, valuation, and the status of capital deployment relative to each Fund’s investment strategy and lifecycle. Non-routine reviews may be triggered by, among other things, material developments at portfolio companies (including financings, exits, or material operational changes), valuation events, capital calls or distributions, market dislocations, or specific requests from investors or the relevant LPAC.
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The Funds’ independent administrator maintains the Funds’ books and records and reconciles Fund-level activity to Drive’s records on a regular basis.
B. Reports to Investors Drive provides Limited Partners of each Fund with unaudited quarterly capital account statements and unaudited quarterly financial and portfolio information, together with annual audited financial statements of the Fund. Drive also provides investors with any other written reports required under the offering documents and governing documents of the applicable Fund. Prospective investors in a Fund (including purchasers of limited partnership interests through secondary transactions) and persons evaluating co-investment opportunities may request and receive information that is not provided to existing investors as part of regular reporting. As a result, Drive may from time to time provide information to certain prospective investors, secondary purchasers, or co-investors that is not provided to all investors at the same time. Drive addresses potential conflicts arising from these differences in information sharing through the disclosures provided in the offering documents and governing documents of the Funds and through its compliance policies and procedures.
Item 14. Client referrals and other compensation
A. Economic Benefits from Non-Clients Drive does not receive any economic benefit from any person who is not a client of Drive in connection with the provision of investment advice or other advisory services to the Funds. The compensation Drive and its Related Persons receive in connection with the management of the Funds (including management fees, carried interest, and the GP-stakes-related economic interests described in Item 10) is described in Items 5, 6, 10, and 11 of this Brochure.
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Drive and its personnel may, from time to time, receive incidental benefits and perquisites in connection with the Firm’s investment and operational activities, including reputational, networking, marketing, and similar intangible benefits, as well as goods and services received on commercial terms (or at discounts available to other early or institutional customers) from portfolio companies of the Funds and from the customers, suppliers, and service providers of those portfolio companies. Such benefits will not be subject to offset against any management fees payable by the Funds, nor will they otherwise be shared with the Funds or with portfolio companies, except to the extent expressly required by the offering documents and governing documents of the applicable Fund.
B. Compensation for Client Referrals; Placement Agents Drive does not currently engage any third-party placement agent or solicitor to introduce prospective investors to the Funds, and Drive does not currently pay any cash or non-cash compensation to any third party for client or investor referrals. Drive has from time to time engaged placement agents in connection with prior Fund fundraises and may do so again in the future. To the extent Drive engages a placement agent or other intermediary in connection with the offer or sale of interests in a Fund, the related fees and expenses (“Placement Fees”) may be borne by that Fund in accordance with the terms of its offering documents and governing documents. Where Placement Fees are borne by a Fund, the management fee otherwise payable by that Fund is reduced on a dollar-for-dollar basis by the Limited Partners’ proportionate share of those Placement Fees, with the result that the economic burden of the Placement Fees attributable to the Limited Partners is effectively borne by Drive through a reduction in management fees rather than by the Limited Partners directly. The specific terms of any such offset, including its scope and timing, are set forth in the offering documents and governing documents of the applicable Fund and may vary among Funds.
Item 15. Custody
Drive is deemed to have custody of the assets of the Funds as a result of its affiliation with the General Partner of each Fund. Drive does not maintain physical possession of the assets of the Funds. Drive relies on the audited financial statement exception set forth in Rule 206(4)-2 under the Advisers Act in lieu of the surprise examination requirements of that Rule. Each Fund is audited annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and the audited financial statements of each Fund (prepared in accordance with U.S. generally accepted accounting principles) are distributed to the Fund’s Limited Partners within 120 days following the end of the Fund’s fiscal year.
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Upon the final liquidation of any Fund, Drive will obtain a final audit and distribute the audited financial statements (prepared in accordance with U.S. generally accepted accounting principles) to the Fund’s Limited Partners promptly following completion of the audit. The Funds’ investment activities consist primarily of investments in privately offered securities of private companies. Such securities are generally exempt from the qualified custodian requirements of Rule 206(4)-2 to the extent they are: (i) acquired from the issuer in a transaction or chain of transactions not involving any public offering; (ii) uncertificated, with ownership recorded only on the books of the issuer or its transfer agent in the name of the Fund; and (iii) transferable only with the prior consent of the issuer or holders of the issuer’s outstanding securities. To the extent a Fund holds publicly traded securities or other securities that do not qualify for the foregoing exemption, those securities are maintained with one or more qualified custodians. The cash and cash equivalents of the Funds are maintained in accounts with one or more qualified custodians in the name of the relevant Fund or in accounts that contain only assets of the Funds. Drive provides Fund investors with quarterly capital account statements through the Funds’ independent administrator. Investors are urged to compare the information set forth in such statements to the audited financial statements of the Funds when received.
Item 16. Investment discretion
As described in the terms and conditions of the Funds’ offering documents and subject to the direction and control of the Funds’ General Partners, Drive has discretionary authority to determine the securities and amounts to be bought or sold on behalf of the Funds and to perform the day-to-day investment operations of the Funds. Investors in the Funds do not have the ability to direct or impose limitations on Drive’s discretionary investment authority on an individual basis. Investors may negotiate certain rights and limitations through side letters or similar arrangements, in each case to the extent permitted by the Funds’ offering documents and governing documents.
Item 17. Voting client securities
Drive’s investment strategy is focused on venture capital investments in private companies. As a result, Drive generally does not receive proxies on behalf of the Funds in the ordinary course. From time to time, however, a Fund may hold publicly traded securities (for example, securities received as a result of an initial public offering or other liquidity event involving a portfolio company) and may receive proxies in respect of those securities. Drive retains the authority to vote such proxies on behalf of the Funds. Where Drive exercises this authority, it will vote proxies in accordance with its written proxy voting policies and procedures and in what it believes to be the best interests of the Funds.
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Investors in the Funds do not have the ability to direct Drive’s vote on any particular matter. A copy of Drive’s proxy voting policies and procedures, as well as information regarding how Drive voted proxies for a particular Fund, is available to any investor in that Fund upon written request to isabel@drivecapital.com.
Item 18. Financial information
Drive does not require or solicit prepayment of management fees more than six months in advance and is therefore not required to provide a balance sheet under this Item. Drive is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to its clients. Drive has not been the subject of a bankruptcy petition at any time during the past ten years.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.