The Adviser
The Adviser is an investment adviser with its principal place of business in New York, New York.
The Adviser commenced operations in February 2017 and has been registered with the SEC since
December 12, 2016. Two Sigma Management, LLC is the general partner of the Adviser. Trusts
established by John A. Overdeck and David M. Siegel are the principal owners of the Adviser.
The Adviser provides investment analytics software-as-a-service (SaaS) on a non-discretionary
basis, principally through its operation of Venn (as defined below). The Adviser intends its
services to, among other things, help Clients (as defined below) with strategic asset allocation, risk
management, and certain other investment- and portfolio-related matters.
Venn by Two Sigma
The Adviser operates an online analytics platform called Venn by Two Sigma (“Venn”). Among
other things, Venn provides its subscribers (“Clients”) with access to analytics to help Clients
evaluate aspects of investments and portfolios, including estimating factor exposures, analyzing
current or potential allocations, and calculating various other investment- and portfolio-related
metrics. Venn is intended to serve only as a resource for Clients in their efforts to translate Client-
specified goals, objectives, and governing principles into asset allocations and factor exposures.
Venn can also be used as a tool to assist certain Clients in providing services to others, such as
where Venn's Clients act as discretionary or non-discretionary investment advisers (such persons
who receive information derived from a Client’s use of Venn are referred to herein as “Third Party
Recipients”). Venn uses a specific set of factors (the “Two Sigma Factor Lens”) in performing
various analyses (see Factor-Based Analysis below). Although Venn is in general a standardized
platform, most outputs provided to a Client depend on assumptions, objectives, parameters,
constraints, and other inputs provided and/or selected by or available to the Client. Many of
Venn’s analytics rely upon quantitative analysis.
Venn is available in various versions and contains various features, some of which carry additional
fees, as discussed in Item 5 below. This Form ADV brochure uses the term “Venn” to refer to
any, some, or all of these versions and features collectively. In addition, discussions in this Form
ADV brochure and other disclosures and/or disclaimers that describe the risks and limitations of
Venn’s use by Clients should be understood to equally apply to the risks and limitations associated
with such use by Clients for Third Party Recipients, whether or not expressly stated herein.
Features, content (including data, assumptions, and research), length of a subscription term,
permitted number and type of authorized administrators and users, usage limits, branding,
advertising, fees, legal terms and conditions, customer support, sharing of Client data with third
parties, and other services and functionality differ among Clients. For example, certain Clients
have access to Venn versions and/or features (e.g., optimization functionality, “Report Lab” and/or
“Private Asset Lab” features, data sets, beta versions, etc.) that are not available to other Clients.
Additional Information
The Adviser does not exercise discretionary authority over, or in any way manage, Client assets.
No securities, commodities, currencies, cryptocurrencies or other financial instruments (including
any interests or shares in investment
funds) are offered by or made available through the Adviser
(whether through Venn or otherwise) nor does Venn offer any functionality to execute trades.
Investment decisions can be informed by Venn but must be made solely by the Client or Third
Party Recipients and at their own initiative and discretion. Venn (or any other service provided
by the Adviser) is intended to serve only as a resource for Clients, supplementing their primary
investment, financial, tax, accounting, legal, and other advice, advisors, analysis, and due
diligence. The Adviser has no discretion or trading authority with respect to any Client’s or Third
Party Recipient’s assets. Clients or, as applicable, Third Party Recipients, retain sole investment
discretion and trading authority, if any, and are solely responsible for determining whether and
how to utilize any outputs from Venn or any of the Adviser’s services.
The Adviser relies on research, technology, methodologies, formulas, algorithms, code, and data
(including significant amounts of unverified data, assumptions, and inputs provided by a Client
itself and/or by third parties), all of which have significant risks and limitations as described in this
Form ADV brochure, including in Item 8 below. For these reasons and because of the overall
limited nature of Venn, no person should rely on Venn as a primary basis for any investment
decision.
In addition, even where Venn performs as designed, no assurance is or can be given that Venn will
help Clients achieve their investment or other objectives, whether on their own behalf or for the
benefit of a Third Party Recipient, or prevent or otherwise limit substantial or complete losses.
Increased awareness of risk factor exposures or optimization or other analysis of risk factor
exposures is not a guarantee of increased performance or of decreased risk. Diversification and
asset allocation will not necessarily protect against market risk or investment losses, including a
total loss of principal. The Adviser does not represent or warrant that Venn or any graph, chart,
formula, or other output provided by Venn (or by the Adviser otherwise) can in and of itself be
used to determine which securities or other financial instruments to buy or sell, or when to buy or
sell them.
Clients should consult the applicable Governing Documents (as defined below) of any investment
for information on risks and conflicts of interest associated with that adviser or investment.
The Adviser is affiliated with Two Sigma Investments, LP (“TSI”), Two Sigma Advisers, LP
(“TSA”), Two Sigma Execution Services (“TSES”), Two Sigma Securities, LLC (“TSS”), TSPI,
LP (“TSPI”), Two Sigma Ventures, LP (“TSV”), Two Sigma China Co., Ltd. (“TSC”), and Two
Sigma Real Estate, LP (“TSRE”) (together with other affiliates of the Adviser, “Two Sigma
Affiliates”). The various business activities of the Adviser and of TSA, TSI, TSES, TSS, TSPI,
TSV, TSC, TSRE, and other Two Sigma Affiliates create conflicts of interest for the Adviser with
respect to the advice it provides to Clients. Please see Items 5, 6, 8, 10, and 11 for important
disclosures about risks and conflicts of interest.
Clients can, at their own initiative, choose to use Venn to analyze investment funds and other
products managed or advised by TSA, TSI or other Two Sigma Affiliates (“TS Products"), as well
as other investment products, but the Adviser itself does not manage any such products. The
Adviser has no regulatory assets under management.