FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS – NOTION CAPITAL CRD Number: 164583

Notion Capital

FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If “yes,” complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
212 929 0969
Facsimile Number:
FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If “yes,” complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
212 929 0969
Facsimile Number:
SECTION 1.I. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D Section 1.L. for each location.
Name of entity where books and records are kept:
LANGHAM HALL
Number and Street 1:
8TH FLOOR, ALDWYCH HOUSE
Number and Street 2:
81 ALDWYCH
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
WC2B 4HN
If this address is a private residence, check this box:
Telephone Number:
+442035977927
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
ACCOUNTING & ADMINISTRATIVE RECORDS.
Name of entity where books and records are kept:
JOS WHITE
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
2129290969
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
Section 1.M. for each foreign financial regulatory authority with whom you are registered.
Name of Country/Foreign Financial Regulatory Authority:
FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If “yes,” complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
212 929 0969
Facsimile Number:
SECTION 1.I. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D Section 1.L. for each location.
Name of entity where books and records are kept:
LANGHAM HALL
Number and Street 1:
8TH FLOOR, ALDWYCH HOUSE
Number and Street 2:
81 ALDWYCH
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
WC2B 4HN
If this address is a private residence, check this box:
Telephone Number:
+442035977927
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
ACCOUNTING & ADMINISTRATIVE RECORDS.
Name of entity where books and records are kept:
JOS WHITE
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
2129290969
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
Section 1.M. for each foreign financial regulatory authority with whom you are registered.
Name of Country/Foreign Financial Regulatory Authority:
United Kingdom – Financial Conduct Authority
Other:
Item 2 SEC Registration/Reporting
SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
(1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
(2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
United States of less than $150 million;
(3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
United States of $150 million or more.
If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
business outside of the United States only include private fund assets that you manage at a place of business in the United States.
Item 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
MARCH
C. Under the laws of what state or country are you organized?
State Country
UNITED KINGDOM
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 6 Other Business Activities
In this Item, we request information about your firm’s other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If “yes,” complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
212 929 0969
Facsimile Number:
SECTION 1.I. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D Section 1.L. for each location.
Name of entity where books and records are kept:
LANGHAM HALL
Number and Street 1:
8TH FLOOR, ALDWYCH HOUSE
Number and Street 2:
81 ALDWYCH
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
WC2B 4HN
If this address is a private residence, check this box:
Telephone Number:
+442035977927
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
ACCOUNTING & ADMINISTRATIVE RECORDS.
Name of entity where books and records are kept:
JOS WHITE
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
2129290969
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
Section 1.M. for each foreign financial regulatory authority with whom you are registered.
Name of Country/Foreign Financial Regulatory Authority:
United Kingdom – Financial Conduct Authority
Other:
Item 2 SEC Registration/Reporting
SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
(1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
(2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
United States of less than $150 million;
(3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
United States of $150 million or more.
If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
business outside of the United States only include private fund assets that you manage at a place of business in the United States.
Item 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
MARCH
C. Under the laws of what state or country are you organized?
State Country
UNITED KINGDOM
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 6 Other Business Activities
In this Item, we request information about your firm’s other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
If you engage in that business under a different name, provide that name.
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If “yes,” complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
212 929 0969
Facsimile Number:
SECTION 1.I. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D Section 1.L. for each location.
Name of entity where books and records are kept:
LANGHAM HALL
Number and Street 1:
8TH FLOOR, ALDWYCH HOUSE
Number and Street 2:
81 ALDWYCH
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
WC2B 4HN
If this address is a private residence, check this box:
Telephone Number:
+442035977927
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
ACCOUNTING & ADMINISTRATIVE RECORDS.
Name of entity where books and records are kept:
JOS WHITE
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
2129290969
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
Section 1.M. for each foreign financial regulatory authority with whom you are registered.
Name of Country/Foreign Financial Regulatory Authority:
United Kingdom – Financial Conduct Authority
Other:
Item 2 SEC Registration/Reporting
SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
(1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
(2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
United States of less than $150 million;
(3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
United States of $150 million or more.
If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
business outside of the United States only include private fund assets that you manage at a place of business in the United States.
Item 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
MARCH
C. Under the laws of what state or country are you organized?
State Country
UNITED KINGDOM
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 6 Other Business Activities
In this Item, we request information about your firm’s other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
If you engage in that business under a different name, provide that name.
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
operationally independent under rule 206(4)-2 of the Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.

  1. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  2. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    FORM ADV
    UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
    Primary Business Name: NOTION CAPITAL CRD Number: 164583
    Annual Amendment – All Sections Rev. 10/2012
    8/8/2014 4:44:18 PM
    WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
    prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
    Item 1 Identifying Information
    Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
    A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
    NOTION CAPITAL PARTNERS 2 LLP
    B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
    NOTION CAPITAL
    List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
    C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
    name change is of
    your legal name or your primary business name:
    D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
    (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
    E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
    If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
    F. Principal Office and Place of Business
    (1) Address (do not use a P.O. Box):
    Number and Street 1:
    8B LEDBURY MEWS NORTH
    Number and Street 2:
    NOTTING HILL
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    W11 2AF
    If this address is a private residence, check this box:
    List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
    you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
    which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
    (2) Days of week that you normally conduct business at your principal office and place of business:
    Monday – Friday Other:
    Normal business hours at this location:
    09:00 – 17.00 GMT
    (3) Telephone number at this location:
    +448454989393
    (4) Facsimile number at this location:
    +448706067316
    G. Mailing address, if different from your principal office and place of business address:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Yes No
    I. Do you have one or more websites?
    If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
    published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
    address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
    J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
    information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
    Name: Other titles, if any:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if Chief Compliance Officer has one:
    K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
    about this Form ADV, you may provide that information here.
    Name: Titles:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if contact person has one:
    Yes No
    L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
    somewhere other than your principal office and place of business?
    If “yes,” complete Section 1.L. of Schedule D.
    Yes No
    M. Are you registered with a foreign financial regulatory authority?
    Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
    regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
    Yes No
    N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
    If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
    Yes No
    O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
    P. Provide your Legal Entity Identifier if you have one:
    A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
    identifier standard was still in development. You may not have a legal entity identifier.
    SECTION 1.B. Other Business Names
    No Information Filed
    SECTION 1.F. Other Offices
    Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
    You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    212 929 0969
    Facsimile Number:
    SECTION 1.I. Website Addresses
    List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
    Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
    SECTION 1.L. Location of Books and Records
    Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
    must complete a separate Schedule D Section 1.L. for each location.
    Name of entity where books and records are kept:
    LANGHAM HALL
    Number and Street 1:
    8TH FLOOR, ALDWYCH HOUSE
    Number and Street 2:
    81 ALDWYCH
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    WC2B 4HN
    If this address is a private residence, check this box:
    Telephone Number:
    +442035977927
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    ACCOUNTING & ADMINISTRATIVE RECORDS.
    Name of entity where books and records are kept:
    JOS WHITE
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    2129290969
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
    SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
    List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
    Section 1.M. for each foreign financial regulatory authority with whom you are registered.
    Name of Country/Foreign Financial Regulatory Authority:
    United Kingdom – Financial Conduct Authority
    Other:
    Item 2 SEC Registration/Reporting
    SEC Reporting by Exempt Reporting Advisers
    B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
    (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
    (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
    United States of less than $150 million;
    (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
    United States of $150 million or more.
    If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
    SECTION 2.B. Private Fund Assets
    If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
    NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
    business outside of the United States only include private fund assets that you manage at a place of business in the United States.
    Item 3 Form of Organization
    A. How are you organized?
    Corporation
    Sole Proprietorship
    Limited Liability Partnership (LLP)
    Partnership
    Limited Liability Company (LLC)
    Limited Partnership (LP)
    Other (specify):
    If you are changing your response to this Item, see Part 1A Instruction 4.
    B. In what month does your fiscal year end each year?
    MARCH
    C. Under the laws of what state or country are you organized?
    State Country
    UNITED KINGDOM
    If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
    name of the state or country where you reside.
    If you are changing your response to this Item, see Part 1A Instruction 4.
    Item 6 Other Business Activities
    In this Item, we request information about your firm’s other business activities.
    A. You are actively engaged in business as a (check all that apply):
    (1) broker-dealer (registered or unregistered)
    (2) registered representative of a broker-dealer
    (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (4) futures commission merchant
    (5) real estate broker, dealer, or agent
    (6) insurance broker or agent
    (7) bank (including a separately identifiable department or division of a bank)
    (8) trust company
    (9) registered municipal advisor
    (10) registered security-based swap dealer
    (11) major security-based swap participant
    (12) accountant or accounting firm
    (13) lawyer or law firm
    (14) other financial product salesperson (specify):
    If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
    Yes No
    B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
    (2) If yes, is this other business your primary business?
    If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
    Yes No
    (3) Do you sell products or provide services other than investment advice to your advisory clients?
    If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
    SECTION 6.A. Names of Your Other Businesses
    No Information Filed
    SECTION 6.B.(2) Description of Primary Business
    Describe your primary business (not your investment advisory business):
    If you engage in that business under a different name, provide that name:
    SECTION 6.B.(3) Description of Other Products and Services
    Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
    If you engage in that business under a different name, provide that name.
    Item 7 Financial Industry Affiliations
    In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
    occur between you and your clients.
    A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
    advisory affiliates and any person that is under common control with you.
    You have a related person that is a (check all that apply):
    (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
    (2) other investment adviser (including financial planners)
    (3) registered municipal advisor
    (4) registered security-based swap dealer
    (5) major security-based swap participant
    (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (7) futures commission merchant
    (8) banking or thrift institution
    (9) trust company
    (10) accountant or accounting firm
    (11) lawyer or law firm
    (12) insurance company or agency
    (13) pension consultant
    (14) real estate broker or dealer
    (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
    Schedule D.
    You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
    advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
    related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
    related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
    You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
    clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
    operationally independent under rule 206(4)-2 of the Advisers Act.
    SECTION 7.A. Financial Industry Affiliations
    Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
  10. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  11. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    FORM ADV
    UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
    Primary Business Name: NOTION CAPITAL CRD Number: 164583
    Annual Amendment – All Sections Rev. 10/2012
    8/8/2014 4:44:18 PM
    WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
    prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
    Item 1 Identifying Information
    Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
    A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
    NOTION CAPITAL PARTNERS 2 LLP
    B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
    NOTION CAPITAL
    List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
    C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
    name change is of
    your legal name or your primary business name:
    D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
    (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
    E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
    If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
    F. Principal Office and Place of Business
    (1) Address (do not use a P.O. Box):
    Number and Street 1:
    8B LEDBURY MEWS NORTH
    Number and Street 2:
    NOTTING HILL
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    W11 2AF
    If this address is a private residence, check this box:
    List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
    you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
    which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
    (2) Days of week that you normally conduct business at your principal office and place of business:
    Monday – Friday Other:
    Normal business hours at this location:
    09:00 – 17.00 GMT
    (3) Telephone number at this location:
    +448454989393
    (4) Facsimile number at this location:
    +448706067316
    G. Mailing address, if different from your principal office and place of business address:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Yes No
    I. Do you have one or more websites?
    If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
    published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
    address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
    J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
    information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
    Name: Other titles, if any:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if Chief Compliance Officer has one:
    K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
    about this Form ADV, you may provide that information here.
    Name: Titles:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if contact person has one:
    Yes No
    L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
    somewhere other than your principal office and place of business?
    If “yes,” complete Section 1.L. of Schedule D.
    Yes No
    M. Are you registered with a foreign financial regulatory authority?
    Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
    regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
    Yes No
    N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
    If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
    Yes No
    O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
    P. Provide your Legal Entity Identifier if you have one:
    A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
    identifier standard was still in development. You may not have a legal entity identifier.
    SECTION 1.B. Other Business Names
    No Information Filed
    SECTION 1.F. Other Offices
    Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
    You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    212 929 0969
    Facsimile Number:
    SECTION 1.I. Website Addresses
    List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
    Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
    SECTION 1.L. Location of Books and Records
    Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
    must complete a separate Schedule D Section 1.L. for each location.
    Name of entity where books and records are kept:
    LANGHAM HALL
    Number and Street 1:
    8TH FLOOR, ALDWYCH HOUSE
    Number and Street 2:
    81 ALDWYCH
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    WC2B 4HN
    If this address is a private residence, check this box:
    Telephone Number:
    +442035977927
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    ACCOUNTING & ADMINISTRATIVE RECORDS.
    Name of entity where books and records are kept:
    JOS WHITE
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    2129290969
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
    SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
    List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
    Section 1.M. for each foreign financial regulatory authority with whom you are registered.
    Name of Country/Foreign Financial Regulatory Authority:
    United Kingdom – Financial Conduct Authority
    Other:
    Item 2 SEC Registration/Reporting
    SEC Reporting by Exempt Reporting Advisers
    B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
    (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
    (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
    United States of less than $150 million;
    (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
    United States of $150 million or more.
    If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
    SECTION 2.B. Private Fund Assets
    If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
    NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
    business outside of the United States only include private fund assets that you manage at a place of business in the United States.
    Item 3 Form of Organization
    A. How are you organized?
    Corporation
    Sole Proprietorship
    Limited Liability Partnership (LLP)
    Partnership
    Limited Liability Company (LLC)
    Limited Partnership (LP)
    Other (specify):
    If you are changing your response to this Item, see Part 1A Instruction 4.
    B. In what month does your fiscal year end each year?
    MARCH
    C. Under the laws of what state or country are you organized?
    State Country
    UNITED KINGDOM
    If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
    name of the state or country where you reside.
    If you are changing your response to this Item, see Part 1A Instruction 4.
    Item 6 Other Business Activities
    In this Item, we request information about your firm’s other business activities.
    A. You are actively engaged in business as a (check all that apply):
    (1) broker-dealer (registered or unregistered)
    (2) registered representative of a broker-dealer
    (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (4) futures commission merchant
    (5) real estate broker, dealer, or agent
    (6) insurance broker or agent
    (7) bank (including a separately identifiable department or division of a bank)
    (8) trust company
    (9) registered municipal advisor
    (10) registered security-based swap dealer
    (11) major security-based swap participant
    (12) accountant or accounting firm
    (13) lawyer or law firm
    (14) other financial product salesperson (specify):
    If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
    Yes No
    B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
    (2) If yes, is this other business your primary business?
    If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
    Yes No
    (3) Do you sell products or provide services other than investment advice to your advisory clients?
    If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
    SECTION 6.A. Names of Your Other Businesses
    No Information Filed
    SECTION 6.B.(2) Description of Primary Business
    Describe your primary business (not your investment advisory business):
    If you engage in that business under a different name, provide that name:
    SECTION 6.B.(3) Description of Other Products and Services
    Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
    If you engage in that business under a different name, provide that name.
    Item 7 Financial Industry Affiliations
    In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
    occur between you and your clients.
    A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
    advisory affiliates and any person that is under common control with you.
    You have a related person that is a (check all that apply):
    (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
    (2) other investment adviser (including financial planners)
    (3) registered municipal advisor
    (4) registered security-based swap dealer
    (5) major security-based swap participant
    (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (7) futures commission merchant
    (8) banking or thrift institution
    (9) trust company
    (10) accountant or accounting firm
    (11) lawyer or law firm
    (12) insurance company or agency
    (13) pension consultant
    (14) real estate broker or dealer
    (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
    Schedule D.
    You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
    advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
    related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
    related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
    You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
    clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
    operationally independent under rule 206(4)-2 of the Advisers Act.
    SECTION 7.A. Financial Industry Affiliations
    Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
  17. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  18. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    FORM ADV
    UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
    Primary Business Name: NOTION CAPITAL CRD Number: 164583
    Annual Amendment – All Sections Rev. 10/2012
    8/8/2014 4:44:18 PM
    WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
    prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
    Item 1 Identifying Information
    Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
    A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
    NOTION CAPITAL PARTNERS 2 LLP
    B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
    NOTION CAPITAL
    List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
    C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
    name change is of
    your legal name or your primary business name:
    D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
    (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
    E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
    If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
    F. Principal Office and Place of Business
    (1) Address (do not use a P.O. Box):
    Number and Street 1:
    8B LEDBURY MEWS NORTH
    Number and Street 2:
    NOTTING HILL
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    W11 2AF
    If this address is a private residence, check this box:
    List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
    you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
    which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
    (2) Days of week that you normally conduct business at your principal office and place of business:
    Monday – Friday Other:
    Normal business hours at this location:
    09:00 – 17.00 GMT
    (3) Telephone number at this location:
    +448454989393
    (4) Facsimile number at this location:
    +448706067316
    G. Mailing address, if different from your principal office and place of business address:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Yes No
    I. Do you have one or more websites?
    If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
    published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
    address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
    J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
    information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
    Name: Other titles, if any:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if Chief Compliance Officer has one:
    K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
    about this Form ADV, you may provide that information here.
    Name: Titles:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if contact person has one:
    Yes No
    L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
    somewhere other than your principal office and place of business?
    If “yes,” complete Section 1.L. of Schedule D.
    Yes No
    M. Are you registered with a foreign financial regulatory authority?
    Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
    regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
    Yes No
    N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
    If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
    Yes No
    O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
    P. Provide your Legal Entity Identifier if you have one:
    A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
    identifier standard was still in development. You may not have a legal entity identifier.
    SECTION 1.B. Other Business Names
    No Information Filed
    SECTION 1.F. Other Offices
    Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
    You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    212 929 0969
    Facsimile Number:
    SECTION 1.I. Website Addresses
    List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
    Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
    SECTION 1.L. Location of Books and Records
    Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
    must complete a separate Schedule D Section 1.L. for each location.
    Name of entity where books and records are kept:
    LANGHAM HALL
    Number and Street 1:
    8TH FLOOR, ALDWYCH HOUSE
    Number and Street 2:
    81 ALDWYCH
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    WC2B 4HN
    If this address is a private residence, check this box:
    Telephone Number:
    +442035977927
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    ACCOUNTING & ADMINISTRATIVE RECORDS.
    Name of entity where books and records are kept:
    JOS WHITE
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    2129290969
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
    SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
    List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
    Section 1.M. for each foreign financial regulatory authority with whom you are registered.
    Name of Country/Foreign Financial Regulatory Authority:
    United Kingdom – Financial Conduct Authority
    Other:
    Item 2 SEC Registration/Reporting
    SEC Reporting by Exempt Reporting Advisers
    B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
    (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
    (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
    United States of less than $150 million;
    (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
    United States of $150 million or more.
    If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
    SECTION 2.B. Private Fund Assets
    If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
    NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
    business outside of the United States only include private fund assets that you manage at a place of business in the United States.
    Item 3 Form of Organization
    A. How are you organized?
    Corporation
    Sole Proprietorship
    Limited Liability Partnership (LLP)
    Partnership
    Limited Liability Company (LLC)
    Limited Partnership (LP)
    Other (specify):
    If you are changing your response to this Item, see Part 1A Instruction 4.
    B. In what month does your fiscal year end each year?
    MARCH
    C. Under the laws of what state or country are you organized?
    State Country
    UNITED KINGDOM
    If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
    name of the state or country where you reside.
    If you are changing your response to this Item, see Part 1A Instruction 4.
    Item 6 Other Business Activities
    In this Item, we request information about your firm’s other business activities.
    A. You are actively engaged in business as a (check all that apply):
    (1) broker-dealer (registered or unregistered)
    (2) registered representative of a broker-dealer
    (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (4) futures commission merchant
    (5) real estate broker, dealer, or agent
    (6) insurance broker or agent
    (7) bank (including a separately identifiable department or division of a bank)
    (8) trust company
    (9) registered municipal advisor
    (10) registered security-based swap dealer
    (11) major security-based swap participant
    (12) accountant or accounting firm
    (13) lawyer or law firm
    (14) other financial product salesperson (specify):
    If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
    Yes No
    B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
    (2) If yes, is this other business your primary business?
    If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
    Yes No
    (3) Do you sell products or provide services other than investment advice to your advisory clients?
    If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
    SECTION 6.A. Names of Your Other Businesses
    No Information Filed
    SECTION 6.B.(2) Description of Primary Business
    Describe your primary business (not your investment advisory business):
    If you engage in that business under a different name, provide that name:
    SECTION 6.B.(3) Description of Other Products and Services
    Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
    If you engage in that business under a different name, provide that name.
    Item 7 Financial Industry Affiliations
    In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
    occur between you and your clients.
    A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
    advisory affiliates and any person that is under common control with you.
    You have a related person that is a (check all that apply):
    (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
    (2) other investment adviser (including financial planners)
    (3) registered municipal advisor
    (4) registered security-based swap dealer
    (5) major security-based swap participant
    (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (7) futures commission merchant
    (8) banking or thrift institution
    (9) trust company
    (10) accountant or accounting firm
    (11) lawyer or law firm
    (12) insurance company or agency
    (13) pension consultant
    (14) real estate broker or dealer
    (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
    Schedule D.
    You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
    advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
    related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
    related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
    You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
    clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
    operationally independent under rule 206(4)-2 of the Advisers Act.
    SECTION 7.A. Financial Industry Affiliations
    Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
  30. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  31. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    Private Offering
    Yes No
  30. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
  31. If yes, provide the private fund’s Form D file number (if any):
    No Information Filed
    B. SERVICE PROVIDERS
    Auditors
    Yes No
  32. (a) (1) Are the private fund’s financial statements subject to an annual audit?
    (2) Are the financial statements prepared in accordance with U.S. GAAP?
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
    complete questions (b) through (f) separately for each auditing firm.
    Additional Auditor Information : 1 Record(s) Filed.
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
    must complete questions (b) through (f) separately for each auditing firm.
    (b) Name of the auditing firm:
    DELOITTE (UK)
    (c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country):
    City:
    BRISTOL
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the auditing firm an independent public accountant?
    (e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
    (f) If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
    accordance with its rules?
    Yes No
    (g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
    (h) Does the report prepared by the auditing firm contain an unqualified opinion?
    Yes No Report Not Yet Received
    If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is available.
    Prime Broker
    Yes No
  33. (a) Does the private fund use one or more prime brokers?
    If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
    more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
    No Information Filed
    Custodian
    Yes No
  34. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    Additional Custodian Information : 1 Record(s) Filed.
    FORM ADV
    UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
    Primary Business Name: NOTION CAPITAL CRD Number: 164583
    Annual Amendment – All Sections Rev. 10/2012
    8/8/2014 4:44:18 PM
    WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
    prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
    Item 1 Identifying Information
    Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
    A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
    NOTION CAPITAL PARTNERS 2 LLP
    B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
    NOTION CAPITAL
    List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
    C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
    name change is of
    your legal name or your primary business name:
    D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
    (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
    E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
    If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
    F. Principal Office and Place of Business
    (1) Address (do not use a P.O. Box):
    Number and Street 1:
    8B LEDBURY MEWS NORTH
    Number and Street 2:
    NOTTING HILL
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    W11 2AF
    If this address is a private residence, check this box:
    List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
    you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
    which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
    (2) Days of week that you normally conduct business at your principal office and place of business:
    Monday – Friday Other:
    Normal business hours at this location:
    09:00 – 17.00 GMT
    (3) Telephone number at this location:
    +448454989393
    (4) Facsimile number at this location:
    +448706067316
    G. Mailing address, if different from your principal office and place of business address:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Yes No
    I. Do you have one or more websites?
    If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
    published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
    address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
    J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
    information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
    Name: Other titles, if any:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if Chief Compliance Officer has one:
    K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
    about this Form ADV, you may provide that information here.
    Name: Titles:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if contact person has one:
    Yes No
    L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
    somewhere other than your principal office and place of business?
    If “yes,” complete Section 1.L. of Schedule D.
    Yes No
    M. Are you registered with a foreign financial regulatory authority?
    Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
    regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
    Yes No
    N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
    If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
    Yes No
    O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
    P. Provide your Legal Entity Identifier if you have one:
    A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
    identifier standard was still in development. You may not have a legal entity identifier.
    SECTION 1.B. Other Business Names
    No Information Filed
    SECTION 1.F. Other Offices
    Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
    You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    212 929 0969
    Facsimile Number:
    SECTION 1.I. Website Addresses
    List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
    Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
    SECTION 1.L. Location of Books and Records
    Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
    must complete a separate Schedule D Section 1.L. for each location.
    Name of entity where books and records are kept:
    LANGHAM HALL
    Number and Street 1:
    8TH FLOOR, ALDWYCH HOUSE
    Number and Street 2:
    81 ALDWYCH
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    WC2B 4HN
    If this address is a private residence, check this box:
    Telephone Number:
    +442035977927
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    ACCOUNTING & ADMINISTRATIVE RECORDS.
    Name of entity where books and records are kept:
    JOS WHITE
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    2129290969
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
    SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
    List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
    Section 1.M. for each foreign financial regulatory authority with whom you are registered.
    Name of Country/Foreign Financial Regulatory Authority:
    United Kingdom – Financial Conduct Authority
    Other:
    Item 2 SEC Registration/Reporting
    SEC Reporting by Exempt Reporting Advisers
    B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
    (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
    (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
    United States of less than $150 million;
    (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
    United States of $150 million or more.
    If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
    SECTION 2.B. Private Fund Assets
    If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
    NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
    business outside of the United States only include private fund assets that you manage at a place of business in the United States.
    Item 3 Form of Organization
    A. How are you organized?
    Corporation
    Sole Proprietorship
    Limited Liability Partnership (LLP)
    Partnership
    Limited Liability Company (LLC)
    Limited Partnership (LP)
    Other (specify):
    If you are changing your response to this Item, see Part 1A Instruction 4.
    B. In what month does your fiscal year end each year?
    MARCH
    C. Under the laws of what state or country are you organized?
    State Country
    UNITED KINGDOM
    If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
    name of the state or country where you reside.
    If you are changing your response to this Item, see Part 1A Instruction 4.
    Item 6 Other Business Activities
    In this Item, we request information about your firm’s other business activities.
    A. You are actively engaged in business as a (check all that apply):
    (1) broker-dealer (registered or unregistered)
    (2) registered representative of a broker-dealer
    (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (4) futures commission merchant
    (5) real estate broker, dealer, or agent
    (6) insurance broker or agent
    (7) bank (including a separately identifiable department or division of a bank)
    (8) trust company
    (9) registered municipal advisor
    (10) registered security-based swap dealer
    (11) major security-based swap participant
    (12) accountant or accounting firm
    (13) lawyer or law firm
    (14) other financial product salesperson (specify):
    If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
    Yes No
    B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
    (2) If yes, is this other business your primary business?
    If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
    Yes No
    (3) Do you sell products or provide services other than investment advice to your advisory clients?
    If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
    SECTION 6.A. Names of Your Other Businesses
    No Information Filed
    SECTION 6.B.(2) Description of Primary Business
    Describe your primary business (not your investment advisory business):
    If you engage in that business under a different name, provide that name:
    SECTION 6.B.(3) Description of Other Products and Services
    Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
    If you engage in that business under a different name, provide that name.
    Item 7 Financial Industry Affiliations
    In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
    occur between you and your clients.
    A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
    advisory affiliates and any person that is under common control with you.
    You have a related person that is a (check all that apply):
    (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
    (2) other investment adviser (including financial planners)
    (3) registered municipal advisor
    (4) registered security-based swap dealer
    (5) major security-based swap participant
    (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (7) futures commission merchant
    (8) banking or thrift institution
    (9) trust company
    (10) accountant or accounting firm
    (11) lawyer or law firm
    (12) insurance company or agency
    (13) pension consultant
    (14) real estate broker or dealer
    (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
    Schedule D.
    You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
    advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
    related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
    related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
    You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
    clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
    operationally independent under rule 206(4)-2 of the Advisers Act.
    SECTION 7.A. Financial Industry Affiliations
    Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
  35. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  36. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    Private Offering
    Yes No
  30. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
  31. If yes, provide the private fund’s Form D file number (if any):
    No Information Filed
    B. SERVICE PROVIDERS
    Auditors
    Yes No
  32. (a) (1) Are the private fund’s financial statements subject to an annual audit?
    (2) Are the financial statements prepared in accordance with U.S. GAAP?
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
    complete questions (b) through (f) separately for each auditing firm.
    Additional Auditor Information : 1 Record(s) Filed.
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
    must complete questions (b) through (f) separately for each auditing firm.
    (b) Name of the auditing firm:
    DELOITTE (UK)
    (c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country):
    City:
    BRISTOL
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the auditing firm an independent public accountant?
    (e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
    (f) If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
    accordance with its rules?
    Yes No
    (g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
    (h) Does the report prepared by the auditing firm contain an unqualified opinion?
    Yes No Report Not Yet Received
    If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is available.
    Prime Broker
    Yes No
  33. (a) Does the private fund use one or more prime brokers?
    If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
    more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
    No Information Filed
    Custodian
    Yes No
  34. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    Additional Custodian Information : 1 Record(s) Filed.
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    (b) Legal name of custodian:
    NOTION NOMINEES UK LIMITED
    (c) Primary business name of custodian:
    NOTION NOMINEES UK LIMITED
    (d) The location of the custodian’s office responsible for custody of the private fund’s assets (city, state and country):
    City:
    CHELTENHAM
    State: Country:
    UNITED KINGDOM
    Yes No
    (e) Is the custodian a related person of your firm?

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)

CRD Number (if any):
Administrator
Yes No

  1. (a) Does the private fund use an administrator other than your firm?
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    Additional Administrator Information : 1 Record(s) Filed.
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    (b) Name of the administrator:
    LANGHAM HALL
    (c) Location of administrator (city, state and country):
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the administrator a related person of your firm?
    (e) Does the administrator prepare and send investor account statements to the private fund’s investors?
    Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
    (f) If the answer to 26(e) is “no” or “some,” who sends the investor account statements to the (rest of the) private fund’s investors? If
    investor account statements are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
  2. During your last fiscal year, what percentage of the private fund’s assets (by value) was valued by a person, such as an administrator, that is not
    your related person?
    0%
    Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
    relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
    allocations) was the valuation determined by such person.
    Marketers
    Yes No
  3. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
    similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund uses. If the
    private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    FORM ADV
    UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
    Primary Business Name: NOTION CAPITAL CRD Number: 164583
    Annual Amendment – All Sections Rev. 10/2012
    8/8/2014 4:44:18 PM
    WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
    prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
    Item 1 Identifying Information
    Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
    A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
    NOTION CAPITAL PARTNERS 2 LLP
    B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
    NOTION CAPITAL
    List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
    C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
    name change is of
    your legal name or your primary business name:
    D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
    (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
    E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
    If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
    F. Principal Office and Place of Business
    (1) Address (do not use a P.O. Box):
    Number and Street 1:
    8B LEDBURY MEWS NORTH
    Number and Street 2:
    NOTTING HILL
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    W11 2AF
    If this address is a private residence, check this box:
    List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
    you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
    which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
    (2) Days of week that you normally conduct business at your principal office and place of business:
    Monday – Friday Other:
    Normal business hours at this location:
    09:00 – 17.00 GMT
    (3) Telephone number at this location:
    +448454989393
    (4) Facsimile number at this location:
    +448706067316
    G. Mailing address, if different from your principal office and place of business address:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Yes No
    I. Do you have one or more websites?
    If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
    published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
    address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
    J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
    information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
    Name: Other titles, if any:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if Chief Compliance Officer has one:
    K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
    about this Form ADV, you may provide that information here.
    Name: Titles:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if contact person has one:
    Yes No
    L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
    somewhere other than your principal office and place of business?
    If “yes,” complete Section 1.L. of Schedule D.
    Yes No
    M. Are you registered with a foreign financial regulatory authority?
    Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
    regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
    Yes No
    N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
    If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
    Yes No
    O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
    P. Provide your Legal Entity Identifier if you have one:
    A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
    identifier standard was still in development. You may not have a legal entity identifier.
    SECTION 1.B. Other Business Names
    No Information Filed
    SECTION 1.F. Other Offices
    Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
    You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    212 929 0969
    Facsimile Number:
    SECTION 1.I. Website Addresses
    List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
    Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
    SECTION 1.L. Location of Books and Records
    Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
    must complete a separate Schedule D Section 1.L. for each location.
    Name of entity where books and records are kept:
    LANGHAM HALL
    Number and Street 1:
    8TH FLOOR, ALDWYCH HOUSE
    Number and Street 2:
    81 ALDWYCH
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    WC2B 4HN
    If this address is a private residence, check this box:
    Telephone Number:
    +442035977927
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    ACCOUNTING & ADMINISTRATIVE RECORDS.
    Name of entity where books and records are kept:
    JOS WHITE
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    2129290969
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
    SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
    List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
    Section 1.M. for each foreign financial regulatory authority with whom you are registered.
    Name of Country/Foreign Financial Regulatory Authority:
    United Kingdom – Financial Conduct Authority
    Other:
    Item 2 SEC Registration/Reporting
    SEC Reporting by Exempt Reporting Advisers
    B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
    (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
    (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
    United States of less than $150 million;
    (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
    United States of $150 million or more.
    If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
    SECTION 2.B. Private Fund Assets
    If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
    NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
    business outside of the United States only include private fund assets that you manage at a place of business in the United States.
    Item 3 Form of Organization
    A. How are you organized?
    Corporation
    Sole Proprietorship
    Limited Liability Partnership (LLP)
    Partnership
    Limited Liability Company (LLC)
    Limited Partnership (LP)
    Other (specify):
    If you are changing your response to this Item, see Part 1A Instruction 4.
    B. In what month does your fiscal year end each year?
    MARCH
    C. Under the laws of what state or country are you organized?
    State Country
    UNITED KINGDOM
    If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
    name of the state or country where you reside.
    If you are changing your response to this Item, see Part 1A Instruction 4.
    Item 6 Other Business Activities
    In this Item, we request information about your firm’s other business activities.
    A. You are actively engaged in business as a (check all that apply):
    (1) broker-dealer (registered or unregistered)
    (2) registered representative of a broker-dealer
    (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (4) futures commission merchant
    (5) real estate broker, dealer, or agent
    (6) insurance broker or agent
    (7) bank (including a separately identifiable department or division of a bank)
    (8) trust company
    (9) registered municipal advisor
    (10) registered security-based swap dealer
    (11) major security-based swap participant
    (12) accountant or accounting firm
    (13) lawyer or law firm
    (14) other financial product salesperson (specify):
    If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
    Yes No
    B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
    (2) If yes, is this other business your primary business?
    If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
    Yes No
    (3) Do you sell products or provide services other than investment advice to your advisory clients?
    If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
    SECTION 6.A. Names of Your Other Businesses
    No Information Filed
    SECTION 6.B.(2) Description of Primary Business
    Describe your primary business (not your investment advisory business):
    If you engage in that business under a different name, provide that name:
    SECTION 6.B.(3) Description of Other Products and Services
    Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
    If you engage in that business under a different name, provide that name.
    Item 7 Financial Industry Affiliations
    In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
    occur between you and your clients.
    A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
    advisory affiliates and any person that is under common control with you.
    You have a related person that is a (check all that apply):
    (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
    (2) other investment adviser (including financial planners)
    (3) registered municipal advisor
    (4) registered security-based swap dealer
    (5) major security-based swap participant
    (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (7) futures commission merchant
    (8) banking or thrift institution
    (9) trust company
    (10) accountant or accounting firm
    (11) lawyer or law firm
    (12) insurance company or agency
    (13) pension consultant
    (14) real estate broker or dealer
    (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
    Schedule D.
    You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
    advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
    related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
    related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
    You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
    clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
    operationally independent under rule 206(4)-2 of the Advisers Act.
    SECTION 7.A. Financial Industry Affiliations
    Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
  4. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  5. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    Private Offering
    Yes No
  30. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
  31. If yes, provide the private fund’s Form D file number (if any):
    No Information Filed
    B. SERVICE PROVIDERS
    Auditors
    Yes No
  32. (a) (1) Are the private fund’s financial statements subject to an annual audit?
    (2) Are the financial statements prepared in accordance with U.S. GAAP?
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
    complete questions (b) through (f) separately for each auditing firm.
    Additional Auditor Information : 1 Record(s) Filed.
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
    must complete questions (b) through (f) separately for each auditing firm.
    (b) Name of the auditing firm:
    DELOITTE (UK)
    (c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country):
    City:
    BRISTOL
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the auditing firm an independent public accountant?
    (e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
    (f) If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
    accordance with its rules?
    Yes No
    (g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
    (h) Does the report prepared by the auditing firm contain an unqualified opinion?
    Yes No Report Not Yet Received
    If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is available.
    Prime Broker
    Yes No
  33. (a) Does the private fund use one or more prime brokers?
    If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
    more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
    No Information Filed
    Custodian
    Yes No
  34. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    Additional Custodian Information : 1 Record(s) Filed.
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    (b) Legal name of custodian:
    NOTION NOMINEES UK LIMITED
    (c) Primary business name of custodian:
    NOTION NOMINEES UK LIMITED
    (d) The location of the custodian’s office responsible for custody of the private fund’s assets (city, state and country):
    City:
    CHELTENHAM
    State: Country:
    UNITED KINGDOM
    Yes No
    (e) Is the custodian a related person of your firm?

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)

CRD Number (if any):
Administrator
Yes No

  1. (a) Does the private fund use an administrator other than your firm?
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    Additional Administrator Information : 1 Record(s) Filed.
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    (b) Name of the administrator:
    LANGHAM HALL
    (c) Location of administrator (city, state and country):
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the administrator a related person of your firm?
    (e) Does the administrator prepare and send investor account statements to the private fund’s investors?
    Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
    (f) If the answer to 26(e) is “no” or “some,” who sends the investor account statements to the (rest of the) private fund’s investors? If
    investor account statements are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
  2. During your last fiscal year, what percentage of the private fund’s assets (by value) was valued by a person, such as an administrator, that is not
    your related person?
    0%
    Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
    relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
    allocations) was the valuation determined by such person.
    Marketers
    Yes No
  3. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
    similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund uses. If the
    private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Additional Marketer Information : 1 Record(s) Filed.
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
    or similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund
    uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Yes No
    (b) Is the marketer a related person of your firm?
    (c) Name of the marketer:
    SOMERSET CAPITAL

(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):

and CRD Number (if any):
(e) Location of the marketer’s office used principally by the private fund (city, state and country):
City:
LONDON
State: Country:
UNITED KINGDOM
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to 28(f) is “yes”, list the website address(es):
Website Address
WWW.SOM-CAP.COM
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If “yes,” complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
212 929 0969
Facsimile Number:
SECTION 1.I. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D Section 1.L. for each location.
Name of entity where books and records are kept:
LANGHAM HALL
Number and Street 1:
8TH FLOOR, ALDWYCH HOUSE
Number and Street 2:
81 ALDWYCH
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
WC2B 4HN
If this address is a private residence, check this box:
Telephone Number:
+442035977927
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
ACCOUNTING & ADMINISTRATIVE RECORDS.
Name of entity where books and records are kept:
JOS WHITE
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
2129290969
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
Section 1.M. for each foreign financial regulatory authority with whom you are registered.
Name of Country/Foreign Financial Regulatory Authority:
United Kingdom – Financial Conduct Authority
Other:
Item 2 SEC Registration/Reporting
SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
(1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
(2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
United States of less than $150 million;
(3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
United States of $150 million or more.
If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
business outside of the United States only include private fund assets that you manage at a place of business in the United States.
Item 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
MARCH
C. Under the laws of what state or country are you organized?
State Country
UNITED KINGDOM
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 6 Other Business Activities
In this Item, we request information about your firm’s other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
If you engage in that business under a different name, provide that name.
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
operationally independent under rule 206(4)-2 of the Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.

  1. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  2. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    Private Offering
    Yes No
  30. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
  31. If yes, provide the private fund’s Form D file number (if any):
    No Information Filed
    B. SERVICE PROVIDERS
    Auditors
    Yes No
  32. (a) (1) Are the private fund’s financial statements subject to an annual audit?
    (2) Are the financial statements prepared in accordance with U.S. GAAP?
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
    complete questions (b) through (f) separately for each auditing firm.
    Additional Auditor Information : 1 Record(s) Filed.
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
    must complete questions (b) through (f) separately for each auditing firm.
    (b) Name of the auditing firm:
    DELOITTE (UK)
    (c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country):
    City:
    BRISTOL
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the auditing firm an independent public accountant?
    (e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
    (f) If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
    accordance with its rules?
    Yes No
    (g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
    (h) Does the report prepared by the auditing firm contain an unqualified opinion?
    Yes No Report Not Yet Received
    If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is available.
    Prime Broker
    Yes No
  33. (a) Does the private fund use one or more prime brokers?
    If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
    more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
    No Information Filed
    Custodian
    Yes No
  34. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    Additional Custodian Information : 1 Record(s) Filed.
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    (b) Legal name of custodian:
    NOTION NOMINEES UK LIMITED
    (c) Primary business name of custodian:
    NOTION NOMINEES UK LIMITED
    (d) The location of the custodian’s office responsible for custody of the private fund’s assets (city, state and country):
    City:
    CHELTENHAM
    State: Country:
    UNITED KINGDOM
    Yes No
    (e) Is the custodian a related person of your firm?

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)

CRD Number (if any):
Administrator
Yes No

  1. (a) Does the private fund use an administrator other than your firm?
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    Additional Administrator Information : 1 Record(s) Filed.
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    (b) Name of the administrator:
    LANGHAM HALL
    (c) Location of administrator (city, state and country):
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the administrator a related person of your firm?
    (e) Does the administrator prepare and send investor account statements to the private fund’s investors?
    Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
    (f) If the answer to 26(e) is “no” or “some,” who sends the investor account statements to the (rest of the) private fund’s investors? If
    investor account statements are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
  2. During your last fiscal year, what percentage of the private fund’s assets (by value) was valued by a person, such as an administrator, that is not
    your related person?
    0%
    Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
    relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
    allocations) was the valuation determined by such person.
    Marketers
    Yes No
  3. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
    similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund uses. If the
    private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Additional Marketer Information : 1 Record(s) Filed.
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
    or similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund
    uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Yes No
    (b) Is the marketer a related person of your firm?
    (c) Name of the marketer:
    SOMERSET CAPITAL

(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):

and CRD Number (if any):
(e) Location of the marketer’s office used principally by the private fund (city, state and country):
City:
LONDON
State: Country:
UNITED KINGDOM
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to 28(f) is “yes”, list the website address(es):
Website Address
WWW.SOM-CAP.COM
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in “yes” answers to more than
one of the questions below.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all
of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.
If you are a “separately identifiable department or division” (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years
following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your
disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of
calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary
orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page (“DRP”) for “yes” answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For “yes” answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.
For “yes” answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate’s registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate’s activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a “minor rule
violation” under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you
or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate’s activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?
FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: NOTION CAPITAL CRD Number: 164583
Annual Amendment – All Sections Rev. 10/2012
8/8/2014 4:44:18 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NOTION CAPITAL PARTNERS 2 LLP
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
NOTION CAPITAL
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
8B LEDBURY MEWS NORTH
Number and Street 2:
NOTTING HILL
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
W11 2AF
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday – Friday Other:
Normal business hours at this location:
09:00 – 17.00 GMT
(3) Telephone number at this location:
+448454989393
(4) Facsimile number at this location:
+448706067316
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If “yes,” complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
212 929 0969
Facsimile Number:
SECTION 1.I. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D Section 1.L. for each location.
Name of entity where books and records are kept:
LANGHAM HALL
Number and Street 1:
8TH FLOOR, ALDWYCH HOUSE
Number and Street 2:
81 ALDWYCH
City:
LONDON
State: Country:
UNITED KINGDOM
ZIP+4/Postal Code:
WC2B 4HN
If this address is a private residence, check this box:
Telephone Number:
+442035977927
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
ACCOUNTING & ADMINISTRATIVE RECORDS.
Name of entity where books and records are kept:
JOS WHITE
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Telephone Number:
2129290969
Facsimile number:
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location:
COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
Section 1.M. for each foreign financial regulatory authority with whom you are registered.
Name of Country/Foreign Financial Regulatory Authority:
United Kingdom – Financial Conduct Authority
Other:
Item 2 SEC Registration/Reporting
SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
(1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
(2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
United States of less than $150 million;
(3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
United States of $150 million or more.
If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
business outside of the United States only include private fund assets that you manage at a place of business in the United States.
Item 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
MARCH
C. Under the laws of what state or country are you organized?
State Country
UNITED KINGDOM
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 6 Other Business Activities
In this Item, we request information about your firm’s other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
If you engage in that business under a different name, provide that name.
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
operationally independent under rule 206(4)-2 of the Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.

  1. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  2. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    Private Offering
    Yes No
  30. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
  31. If yes, provide the private fund’s Form D file number (if any):
    No Information Filed
    B. SERVICE PROVIDERS
    Auditors
    Yes No
  32. (a) (1) Are the private fund’s financial statements subject to an annual audit?
    (2) Are the financial statements prepared in accordance with U.S. GAAP?
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
    complete questions (b) through (f) separately for each auditing firm.
    Additional Auditor Information : 1 Record(s) Filed.
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
    must complete questions (b) through (f) separately for each auditing firm.
    (b) Name of the auditing firm:
    DELOITTE (UK)
    (c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country):
    City:
    BRISTOL
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the auditing firm an independent public accountant?
    (e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
    (f) If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
    accordance with its rules?
    Yes No
    (g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
    (h) Does the report prepared by the auditing firm contain an unqualified opinion?
    Yes No Report Not Yet Received
    If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is available.
    Prime Broker
    Yes No
  33. (a) Does the private fund use one or more prime brokers?
    If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
    more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
    No Information Filed
    Custodian
    Yes No
  34. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    Additional Custodian Information : 1 Record(s) Filed.
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    (b) Legal name of custodian:
    NOTION NOMINEES UK LIMITED
    (c) Primary business name of custodian:
    NOTION NOMINEES UK LIMITED
    (d) The location of the custodian’s office responsible for custody of the private fund’s assets (city, state and country):
    City:
    CHELTENHAM
    State: Country:
    UNITED KINGDOM
    Yes No
    (e) Is the custodian a related person of your firm?

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)

CRD Number (if any):
Administrator
Yes No

  1. (a) Does the private fund use an administrator other than your firm?
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    Additional Administrator Information : 1 Record(s) Filed.
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    (b) Name of the administrator:
    LANGHAM HALL
    (c) Location of administrator (city, state and country):
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the administrator a related person of your firm?
    (e) Does the administrator prepare and send investor account statements to the private fund’s investors?
    Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
    (f) If the answer to 26(e) is “no” or “some,” who sends the investor account statements to the (rest of the) private fund’s investors? If
    investor account statements are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
  2. During your last fiscal year, what percentage of the private fund’s assets (by value) was valued by a person, such as an administrator, that is not
    your related person?
    0%
    Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
    relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
    allocations) was the valuation determined by such person.
    Marketers
    Yes No
  3. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
    similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund uses. If the
    private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Additional Marketer Information : 1 Record(s) Filed.
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
    or similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund
    uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Yes No
    (b) Is the marketer a related person of your firm?
    (c) Name of the marketer:
    SOMERSET CAPITAL

(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):

and CRD Number (if any):
(e) Location of the marketer’s office used principally by the private fund (city, state and country):
City:
LONDON
State: Country:
UNITED KINGDOM
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to 28(f) is “yes”, list the website address(es):
Website Address
WWW.SOM-CAP.COM
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in “yes” answers to more than
one of the questions below.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all
of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.
If you are a “separately identifiable department or division” (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years
following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your
disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of
calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary
orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page (“DRP”) for “yes” answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For “yes” answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.
For “yes” answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate’s registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate’s activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a “minor rule
violation” under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you
or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate’s activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a “yes” answer to any part of Item 11.C.,
11.D., or 11.E.?
For “yes” answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a
state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a “yes” answer to any part of Item 11.H.(1)?
Schedule A
Direct Owners and Executive Officers

  1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive
    officers. Use Schedule C to amend this information.
  2. Direct Owners and Executive Officers. List below the names of:
    (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is
    required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar
    status or functions;
    (b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
    public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
    Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a
    class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,
    parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing
    the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
    security.
    (c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or
    have contributed, 5% or more of your capital;
    (d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
    contributed, 5% or more of your capital, the trust and each trustee; and
    (e) if you are organized as a limited liability company (“LLC”), (i) those members that have the right to receive upon dissolution, or have contributed, 5%
    or more of your capital, and (ii) if managed by elected managers, all elected managers.
  3. Do you have any indirect owners to be reported on Schedule B? Yes No
  4. In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the owner is an entity incorporated or domiciled in a foreign country, or
    “I” if the owner or executive officer is an individual.
  5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or
    member; and for shareholders or members, the class of securities owned (if more than one is issued).
  6. Ownership codes are: NA – less than 5% B – 10% but less than 25% D – 50% but less than 75%
    A – 5% but less than 10% C – 25% but less than 50% E – 75% or more
  7. (a) In the Control Person column, enter “Yes” if the person has control as defined in the Glossary of Terms to Form ADV, and enter “No” if the person does
    not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
    control persons.
    (b) In the PR column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
    (c) Complete each column.
    FULL LEGAL NAME (Individuals: Last
    Name, First Name, Middle Name)
    DE/FE/I Status Date Status
    Acquired
    MM/YYYY
    Ownership
    Code
    Control
    Person
    PR CRD No. If None: S.S. No. and Date of
    Birth, IRS Tax No. or Employer ID No.
    CHANDLER, STEPHEN, CHARLES I MANAGING
    PARTNER
    05/2011 B N N 6077049
    MILBOURN, IAN, LEATHLY I CHIEF
    FINANCIAL
    OFFICER
    05/2011 B N N 6077051
    WHITE, BENJAMIN, VINCENT ST. JOHN I PARTNER 05/2011 B N N 6077056
    WHITE, JOCELYN, CHRISTOPHER I PARTNER 05/2011 B N N 6077058
    TOTTMAN, CHRISTOPHER, EDWARD I PARTNER 05/2011 B N N 6077062
    Schedule B
    Indirect Owners
  8. Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you must first complete
    Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
  9. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
    (a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct
    the sale of, 25% or more of a class of a voting security of that corporation;
    For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
    FORM ADV
    UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
    Primary Business Name: NOTION CAPITAL CRD Number: 164583
    Annual Amendment – All Sections Rev. 10/2012
    8/8/2014 4:44:18 PM
    WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
    prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
    Item 1 Identifying Information
    Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
    A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
    NOTION CAPITAL PARTNERS 2 LLP
    B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
    NOTION CAPITAL
    List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
    C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
    name change is of
    your legal name or your primary business name:
    D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
    (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
    E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
    If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
    F. Principal Office and Place of Business
    (1) Address (do not use a P.O. Box):
    Number and Street 1:
    8B LEDBURY MEWS NORTH
    Number and Street 2:
    NOTTING HILL
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    W11 2AF
    If this address is a private residence, check this box:
    List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
    you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
    which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
    (2) Days of week that you normally conduct business at your principal office and place of business:
    Monday – Friday Other:
    Normal business hours at this location:
    09:00 – 17.00 GMT
    (3) Telephone number at this location:
    +448454989393
    (4) Facsimile number at this location:
    +448706067316
    G. Mailing address, if different from your principal office and place of business address:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Yes No
    I. Do you have one or more websites?
    If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
    published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
    address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
    J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
    information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
    Name: Other titles, if any:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if Chief Compliance Officer has one:
    K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
    about this Form ADV, you may provide that information here.
    Name: Titles:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if contact person has one:
    Yes No
    L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
    somewhere other than your principal office and place of business?
    If “yes,” complete Section 1.L. of Schedule D.
    Yes No
    M. Are you registered with a foreign financial regulatory authority?
    Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
    regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
    Yes No
    N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
    If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
    Yes No
    O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
    P. Provide your Legal Entity Identifier if you have one:
    A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
    identifier standard was still in development. You may not have a legal entity identifier.
    SECTION 1.B. Other Business Names
    No Information Filed
    SECTION 1.F. Other Offices
    Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
    You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    212 929 0969
    Facsimile Number:
    SECTION 1.I. Website Addresses
    List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
    Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
    SECTION 1.L. Location of Books and Records
    Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
    must complete a separate Schedule D Section 1.L. for each location.
    Name of entity where books and records are kept:
    LANGHAM HALL
    Number and Street 1:
    8TH FLOOR, ALDWYCH HOUSE
    Number and Street 2:
    81 ALDWYCH
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    WC2B 4HN
    If this address is a private residence, check this box:
    Telephone Number:
    +442035977927
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    ACCOUNTING & ADMINISTRATIVE RECORDS.
    Name of entity where books and records are kept:
    JOS WHITE
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    2129290969
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
    SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
    List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
    Section 1.M. for each foreign financial regulatory authority with whom you are registered.
    Name of Country/Foreign Financial Regulatory Authority:
    United Kingdom – Financial Conduct Authority
    Other:
    Item 2 SEC Registration/Reporting
    SEC Reporting by Exempt Reporting Advisers
    B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
    (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
    (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
    United States of less than $150 million;
    (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
    United States of $150 million or more.
    If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
    SECTION 2.B. Private Fund Assets
    If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
    NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
    business outside of the United States only include private fund assets that you manage at a place of business in the United States.
    Item 3 Form of Organization
    A. How are you organized?
    Corporation
    Sole Proprietorship
    Limited Liability Partnership (LLP)
    Partnership
    Limited Liability Company (LLC)
    Limited Partnership (LP)
    Other (specify):
    If you are changing your response to this Item, see Part 1A Instruction 4.
    B. In what month does your fiscal year end each year?
    MARCH
    C. Under the laws of what state or country are you organized?
    State Country
    UNITED KINGDOM
    If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
    name of the state or country where you reside.
    If you are changing your response to this Item, see Part 1A Instruction 4.
    Item 6 Other Business Activities
    In this Item, we request information about your firm’s other business activities.
    A. You are actively engaged in business as a (check all that apply):
    (1) broker-dealer (registered or unregistered)
    (2) registered representative of a broker-dealer
    (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (4) futures commission merchant
    (5) real estate broker, dealer, or agent
    (6) insurance broker or agent
    (7) bank (including a separately identifiable department or division of a bank)
    (8) trust company
    (9) registered municipal advisor
    (10) registered security-based swap dealer
    (11) major security-based swap participant
    (12) accountant or accounting firm
    (13) lawyer or law firm
    (14) other financial product salesperson (specify):
    If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
    Yes No
    B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
    (2) If yes, is this other business your primary business?
    If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
    Yes No
    (3) Do you sell products or provide services other than investment advice to your advisory clients?
    If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
    SECTION 6.A. Names of Your Other Businesses
    No Information Filed
    SECTION 6.B.(2) Description of Primary Business
    Describe your primary business (not your investment advisory business):
    If you engage in that business under a different name, provide that name:
    SECTION 6.B.(3) Description of Other Products and Services
    Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
    If you engage in that business under a different name, provide that name.
    Item 7 Financial Industry Affiliations
    In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
    occur between you and your clients.
    A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
    advisory affiliates and any person that is under common control with you.
    You have a related person that is a (check all that apply):
    (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
    (2) other investment adviser (including financial planners)
    (3) registered municipal advisor
    (4) registered security-based swap dealer
    (5) major security-based swap participant
    (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (7) futures commission merchant
    (8) banking or thrift institution
    (9) trust company
    (10) accountant or accounting firm
    (11) lawyer or law firm
    (12) insurance company or agency
    (13) pension consultant
    (14) real estate broker or dealer
    (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
    Schedule D.
    You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
    advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
    related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
    related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
    You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
    clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
    operationally independent under rule 206(4)-2 of the Advisers Act.
    SECTION 7.A. Financial Industry Affiliations
    Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
  10. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  11. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    Private Offering
    Yes No
  30. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
  31. If yes, provide the private fund’s Form D file number (if any):
    No Information Filed
    B. SERVICE PROVIDERS
    Auditors
    Yes No
  32. (a) (1) Are the private fund’s financial statements subject to an annual audit?
    (2) Are the financial statements prepared in accordance with U.S. GAAP?
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
    complete questions (b) through (f) separately for each auditing firm.
    Additional Auditor Information : 1 Record(s) Filed.
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
    must complete questions (b) through (f) separately for each auditing firm.
    (b) Name of the auditing firm:
    DELOITTE (UK)
    (c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country):
    City:
    BRISTOL
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the auditing firm an independent public accountant?
    (e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
    (f) If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
    accordance with its rules?
    Yes No
    (g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
    (h) Does the report prepared by the auditing firm contain an unqualified opinion?
    Yes No Report Not Yet Received
    If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is available.
    Prime Broker
    Yes No
  33. (a) Does the private fund use one or more prime brokers?
    If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
    more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
    No Information Filed
    Custodian
    Yes No
  34. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    Additional Custodian Information : 1 Record(s) Filed.
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    (b) Legal name of custodian:
    NOTION NOMINEES UK LIMITED
    (c) Primary business name of custodian:
    NOTION NOMINEES UK LIMITED
    (d) The location of the custodian’s office responsible for custody of the private fund’s assets (city, state and country):
    City:
    CHELTENHAM
    State: Country:
    UNITED KINGDOM
    Yes No
    (e) Is the custodian a related person of your firm?

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)

CRD Number (if any):
Administrator
Yes No

  1. (a) Does the private fund use an administrator other than your firm?
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    Additional Administrator Information : 1 Record(s) Filed.
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    (b) Name of the administrator:
    LANGHAM HALL
    (c) Location of administrator (city, state and country):
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the administrator a related person of your firm?
    (e) Does the administrator prepare and send investor account statements to the private fund’s investors?
    Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
    (f) If the answer to 26(e) is “no” or “some,” who sends the investor account statements to the (rest of the) private fund’s investors? If
    investor account statements are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
  2. During your last fiscal year, what percentage of the private fund’s assets (by value) was valued by a person, such as an administrator, that is not
    your related person?
    0%
    Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
    relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
    allocations) was the valuation determined by such person.
    Marketers
    Yes No
  3. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
    similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund uses. If the
    private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Additional Marketer Information : 1 Record(s) Filed.
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
    or similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund
    uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Yes No
    (b) Is the marketer a related person of your firm?
    (c) Name of the marketer:
    SOMERSET CAPITAL

(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):

and CRD Number (if any):
(e) Location of the marketer’s office used principally by the private fund (city, state and country):
City:
LONDON
State: Country:
UNITED KINGDOM
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to 28(f) is “yes”, list the website address(es):
Website Address
WWW.SOM-CAP.COM
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in “yes” answers to more than
one of the questions below.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all
of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.
If you are a “separately identifiable department or division” (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years
following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your
disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of
calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary
orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page (“DRP”) for “yes” answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For “yes” answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.
For “yes” answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate’s registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate’s activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a “minor rule
violation” under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you
or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate’s activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a “yes” answer to any part of Item 11.C.,
11.D., or 11.E.?
For “yes” answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a
state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a “yes” answer to any part of Item 11.H.(1)?
Schedule A
Direct Owners and Executive Officers

  1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive
    officers. Use Schedule C to amend this information.
  2. Direct Owners and Executive Officers. List below the names of:
    (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is
    required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar
    status or functions;
    (b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
    public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
    Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a
    class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,
    parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing
    the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
    security.
    (c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or
    have contributed, 5% or more of your capital;
    (d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
    contributed, 5% or more of your capital, the trust and each trustee; and
    (e) if you are organized as a limited liability company (“LLC”), (i) those members that have the right to receive upon dissolution, or have contributed, 5%
    or more of your capital, and (ii) if managed by elected managers, all elected managers.
  3. Do you have any indirect owners to be reported on Schedule B? Yes No
  4. In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the owner is an entity incorporated or domiciled in a foreign country, or
    “I” if the owner or executive officer is an individual.
  5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or
    member; and for shareholders or members, the class of securities owned (if more than one is issued).
  6. Ownership codes are: NA – less than 5% B – 10% but less than 25% D – 50% but less than 75%
    A – 5% but less than 10% C – 25% but less than 50% E – 75% or more
  7. (a) In the Control Person column, enter “Yes” if the person has control as defined in the Glossary of Terms to Form ADV, and enter “No” if the person does
    not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
    control persons.
    (b) In the PR column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
    (c) Complete each column.
    FULL LEGAL NAME (Individuals: Last
    Name, First Name, Middle Name)
    DE/FE/I Status Date Status
    Acquired
    MM/YYYY
    Ownership
    Code
    Control
    Person
    PR CRD No. If None: S.S. No. and Date of
    Birth, IRS Tax No. or Employer ID No.
    CHANDLER, STEPHEN, CHARLES I MANAGING
    PARTNER
    05/2011 B N N 6077049
    MILBOURN, IAN, LEATHLY I CHIEF
    FINANCIAL
    OFFICER
    05/2011 B N N 6077051
    WHITE, BENJAMIN, VINCENT ST. JOHN I PARTNER 05/2011 B N N 6077056
    WHITE, JOCELYN, CHRISTOPHER I PARTNER 05/2011 B N N 6077058
    TOTTMAN, CHRISTOPHER, EDWARD I PARTNER 05/2011 B N N 6077062
    Schedule B
    Indirect Owners
  8. Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you must first complete
    Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
  9. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
    (a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct
    the sale of, 25% or more of a class of a voting security of that corporation;
    For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
    grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;
    or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
    (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
    dissolution, or have contributed, 25% or more of the partnership’s capital;
    (c) in the case of an owner that is a trust, the trust and each trustee; and
    (d) in the case of an owner that is a limited liability company (“LLC”), (i) those members that have the right to receive upon dissolution, or have
    contributed, 25% or more of the LLC’s capital, and (ii) if managed by elected managers, all elected managers.
  10. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of
    the Exchange Act) is reached, no further ownership information need be given.
  11. In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the owner is an entity incorporated or domiciled in a foreign country, or
    “I” if the owner is an individual.
  12. Complete the Status column by entering the owner’s status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
    members, the class of securities owned (if more than one is issued).
  13. Ownership codes are: C – 25% but less than 50% E – 75% or more
    D – 50% but less than 75% F – Other (general partner, trustee, or elected manager)
  14. (a) In the Control Person column, enter “Yes” if the person has control as defined in the Glossary of Terms to Form ADV, and enter “No” if the person does
    not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
    control persons.
    (b) In the PR column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
    (c) Complete each column.
    No Information Filed
    Schedule D – Miscellaneous
    You may use the space below to explain a response to an Item or to provide any other information.
    DRP Pages
    CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
    No Information Filed
    REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
    No Information Filed
    CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
    No Information Filed
    Execution Pages
    DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
    You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
    the SEC and all amendments.
    Appointment of Agent for Service of Process
    By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the
    state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to
    receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand
    for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state
    action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or
    arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b)
    is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939,
    the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state
    in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.
    Signature
    I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under
    penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other
    information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
    FORM ADV
    UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
    Primary Business Name: NOTION CAPITAL CRD Number: 164583
    Annual Amendment – All Sections Rev. 10/2012
    8/8/2014 4:44:18 PM
    WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
    prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
    Item 1 Identifying Information
    Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
    A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
    NOTION CAPITAL PARTNERS 2 LLP
    B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
    NOTION CAPITAL
    List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
    C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
    name change is of
    your legal name or your primary business name:
    D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
    (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-76798
    E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your CRD number: 164583
    If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
    F. Principal Office and Place of Business
    (1) Address (do not use a P.O. Box):
    Number and Street 1:
    8B LEDBURY MEWS NORTH
    Number and Street 2:
    NOTTING HILL
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    W11 2AF
    If this address is a private residence, check this box:
    List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
    you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
    which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees.
    (2) Days of week that you normally conduct business at your principal office and place of business:
    Monday – Friday Other:
    Normal business hours at this location:
    09:00 – 17.00 GMT
    (3) Telephone number at this location:
    +448454989393
    (4) Facsimile number at this location:
    +448706067316
    G. Mailing address, if different from your principal office and place of business address:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Yes No
    I. Do you have one or more websites?
    If “yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have
    published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal
    address. Do not provide individual electronic mail (e-mail) addresses in response to this Item.
    J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
    information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
    Name: Other titles, if any:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if Chief Compliance Officer has one:
    K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
    about this Form ADV, you may provide that information here.
    Name: Titles:
    Telephone number: Facsimile number:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    Electronic mail (e-mail) address, if contact person has one:
    Yes No
    L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
    somewhere other than your principal office and place of business?
    If “yes,” complete Section 1.L. of Schedule D.
    Yes No
    M. Are you registered with a foreign financial regulatory authority?
    Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
    regulatory authority. If “yes,” complete Section 1.M. of Schedule D.
    Yes No
    N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
    If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
    Yes No
    O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
    P. Provide your Legal Entity Identifier if you have one:
    A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity
    identifier standard was still in development. You may not have a legal entity identifier.
    SECTION 1.B. Other Business Names
    No Information Filed
    SECTION 1.F. Other Offices
    Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
    You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
    if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees).
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    212 929 0969
    Facsimile Number:
    SECTION 1.I. Website Addresses
    List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
    Website Address: HTTPS://WWW.NOTIONCAPITAL.COM
    SECTION 1.L. Location of Books and Records
    Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
    must complete a separate Schedule D Section 1.L. for each location.
    Name of entity where books and records are kept:
    LANGHAM HALL
    Number and Street 1:
    8TH FLOOR, ALDWYCH HOUSE
    Number and Street 2:
    81 ALDWYCH
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    ZIP+4/Postal Code:
    WC2B 4HN
    If this address is a private residence, check this box:
    Telephone Number:
    +442035977927
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    ACCOUNTING & ADMINISTRATIVE RECORDS.
    Name of entity where books and records are kept:
    JOS WHITE
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Telephone Number:
    2129290969
    Facsimile number:
    This is (check one):
    one of your branch offices or affiliates.
    a third-party unaffiliated recordkeeper.
    other.
    Briefly describe the books and records kept at this location:
    COPIES OF DOCUMENTS RELATED TO INVESTMENT DECISIONS.
    SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
    List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
    Section 1.M. for each foreign financial regulatory authority with whom you are registered.
    Name of Country/Foreign Financial Regulatory Authority:
    United Kingdom – Financial Conduct Authority
    Other:
    Item 2 SEC Registration/Reporting
    SEC Reporting by Exempt Reporting Advisers
    B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
    (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds;
    (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the
    United States of less than $150 million;
    (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the
    United States of $150 million or more.
    If you check boxes (2) or (3), complete Section 2.B. of Schedule D.
    SECTION 2.B. Private Fund Assets
    If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $
    NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of
    business outside of the United States only include private fund assets that you manage at a place of business in the United States.
    Item 3 Form of Organization
    A. How are you organized?
    Corporation
    Sole Proprietorship
    Limited Liability Partnership (LLP)
    Partnership
    Limited Liability Company (LLC)
    Limited Partnership (LP)
    Other (specify):
    If you are changing your response to this Item, see Part 1A Instruction 4.
    B. In what month does your fiscal year end each year?
    MARCH
    C. Under the laws of what state or country are you organized?
    State Country
    UNITED KINGDOM
    If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
    name of the state or country where you reside.
    If you are changing your response to this Item, see Part 1A Instruction 4.
    Item 6 Other Business Activities
    In this Item, we request information about your firm’s other business activities.
    A. You are actively engaged in business as a (check all that apply):
    (1) broker-dealer (registered or unregistered)
    (2) registered representative of a broker-dealer
    (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (4) futures commission merchant
    (5) real estate broker, dealer, or agent
    (6) insurance broker or agent
    (7) bank (including a separately identifiable department or division of a bank)
    (8) trust company
    (9) registered municipal advisor
    (10) registered security-based swap dealer
    (11) major security-based swap participant
    (12) accountant or accounting firm
    (13) lawyer or law firm
    (14) other financial product salesperson (specify):
    If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
    Yes No
    B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
    (2) If yes, is this other business your primary business?
    If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
    Yes No
    (3) Do you sell products or provide services other than investment advice to your advisory clients?
    If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
    SECTION 6.A. Names of Your Other Businesses
    No Information Filed
    SECTION 6.B.(2) Description of Primary Business
    Describe your primary business (not your investment advisory business):
    If you engage in that business under a different name, provide that name:
    SECTION 6.B.(3) Description of Other Products and Services
    Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
    If you engage in that business under a different name, provide that name.
    Item 7 Financial Industry Affiliations
    In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
    occur between you and your clients.
    A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
    advisory affiliates and any person that is under common control with you.
    You have a related person that is a (check all that apply):
    (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
    (2) other investment adviser (including financial planners)
    (3) registered municipal advisor
    (4) registered security-based swap dealer
    (5) major security-based swap participant
    (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (7) futures commission merchant
    (8) banking or thrift institution
    (9) trust company
    (10) accountant or accounting firm
    (11) lawyer or law firm
    (12) insurance company or agency
    (13) pension consultant
    (14) real estate broker or dealer
    (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
    Schedule D.
    You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
    advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
    related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
    related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
    You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
    clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
    operationally independent under rule 206(4)-2 of the Advisers Act.
    SECTION 7.A. Financial Industry Affiliations
    Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
  15. Legal Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP
  16. Primary Business Name of Related Person:
    NOTION CAPITAL PARTNERS2 LLP

3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)

or
Other

  1. Related Person’s CRD Number (if any):
  2. Related Person is: (check all that apply)
    (a) broker-dealer, municipal securities dealer, or government securities broker or dealer
    (b) other investment adviser (including financial planners)
    (c) registered municipal advisor
    (d) registered security-based swap dealer
    (e) major security-based swap participant
    (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
    (g) futures commission merchant
    (h) banking or thrift institution
    (i) trust company
    (j) accountant or accounting firm
    (k) lawyer or law firm
    (l) insurance company or agency
    (m) pension consultant
    (n) real estate broker or dealer
    (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
    (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
    Yes No
  3. Do you control or are you controlled by the related person?
  4. Are you and the related person under common control?
  5. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
    (b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
    presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
    required to obtain a surprise examination for your clients’ funds or securities that are maintained at the related person?
    (c) If you have answered “yes” to question 8.(a) above, provide the location of the related person’s office responsible for custody of your clients’ assets:
    Number and Street 1: Number and Street 2:
    City: State: Country: ZIP+4/Postal Code:
    If this address is a private residence, check this box:
    Yes No
  6. (a) If the related person is an investment adviser, is it exempt from registration?
    (b) If the answer is yes, under what exemption?
    VENTURE CAPITAL FUND EXEMPT REPORTING ADVISOR
  7. (a) Is the related person registered with a foreign financial regulatory authority ?
    (b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
    Name of Country/Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
  8. Do you and the related person share any supervised persons?
  9. Do you and the related person share the same physical location?
    Item 7 Private Fund Reporting
    Yes No
    B. Are you an adviser to any private fund?
    If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
    sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
    Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
    complete Section 7.B.(2) of Schedule D.
    In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
    code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
    designation in place of the fund’s name.
    SECTION 7.B.(1) Private Fund Reporting
    A. PRIVATE FUND
    Information About the Private Fund
  10. (a) Name of the private fund:
    NOTION CAPITAL 2 LP
    (b) Private fund identification number:
    (include the “805-” prefix also)
    805-4283324104
  11. Under the laws of what state or country is the private fund organized:
    State: Country:
    UNITED KINGDOM
  12. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
    Name of General Partner, Manager, Trustee, or Director
    NOTION GP LLP
  13. The private fund (check all that apply; you must check at least one):
    (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
    (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
  14. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
    Name of Country/English Name of Foreign Financial Regulatory Authority
    United Kingdom – Financial Conduct Authority
    Yes No
  15. (a) Is this a “master fund” in a master-feeder arrangement?
    (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
    No Information Filed
    Yes No
    (c) Is this a “feeder fund” in a master-feeder arrangement?
    (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
    Private Fund Identification Number:
    (include the “805-” prefix also)
    NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
    for the master-feeder arrangement or reporting on the funds separately.
  16. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
    the feeder funds answer the following questions:
    No Information Filed
    NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all of their
    assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued
    multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
  17. (a) Is this private fund a “fund of funds”?
    (b) If yes, does the private fund invest in funds managed by you or by a related person?
    NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
    vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
  18. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
    Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
  19. What type of fund is the private fund?
    hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
    NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
    Instructions to Part 1A.
  20. Current gross asset value of the private fund:
    $ 100,000,000
    Ownership
  21. Minimum investment commitment required of an investor in the private fund:
    $ 300,000
    NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
    organizational documents of the fund).
  22. Approximate number of the private fund’s beneficial owners:
    28
  23. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
    14%
  24. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
    63%
  25. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
    22%
    Your Advisory Services
    Yes No
  26. (a) Are you a subadviser to this private fund?
    (b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
    question 17(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  27. (a) Do any other investment advisers advise the private fund?
    (b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
    to question 18(a) is “no,” leave this question blank.
    No Information Filed
    Yes No
  28. Are your clients solicited to invest in the private fund?
  29. Approximately what percentage of your clients has invested in the private fund?
    0%
    Private Offering
    Yes No
  30. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
  31. If yes, provide the private fund’s Form D file number (if any):
    No Information Filed
    B. SERVICE PROVIDERS
    Auditors
    Yes No
  32. (a) (1) Are the private fund’s financial statements subject to an annual audit?
    (2) Are the financial statements prepared in accordance with U.S. GAAP?
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
    complete questions (b) through (f) separately for each auditing firm.
    Additional Auditor Information : 1 Record(s) Filed.
    If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
    must complete questions (b) through (f) separately for each auditing firm.
    (b) Name of the auditing firm:
    DELOITTE (UK)
    (c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country):
    City:
    BRISTOL
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the auditing firm an independent public accountant?
    (e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
    (f) If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
    accordance with its rules?
    Yes No
    (g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
    (h) Does the report prepared by the auditing firm contain an unqualified opinion?
    Yes No Report Not Yet Received
    If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is available.
    Prime Broker
    Yes No
  33. (a) Does the private fund use one or more prime brokers?
    If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
    more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
    No Information Filed
    Custodian
    Yes No
  34. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    Additional Custodian Information : 1 Record(s) Filed.
    If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
    more than one custodian, you must complete questions (b) through (f) separately for each custodian.
    (b) Legal name of custodian:
    NOTION NOMINEES UK LIMITED
    (c) Primary business name of custodian:
    NOTION NOMINEES UK LIMITED
    (d) The location of the custodian’s office responsible for custody of the private fund’s assets (city, state and country):
    City:
    CHELTENHAM
    State: Country:
    UNITED KINGDOM
    Yes No
    (e) Is the custodian a related person of your firm?

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)

CRD Number (if any):
Administrator
Yes No

  1. (a) Does the private fund use an administrator other than your firm?
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    Additional Administrator Information : 1 Record(s) Filed.
    If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
    complete questions (b) through (f) separately for each administrator.
    (b) Name of the administrator:
    LANGHAM HALL
    (c) Location of administrator (city, state and country):
    City:
    LONDON
    State: Country:
    UNITED KINGDOM
    Yes No
    (d) Is the administrator a related person of your firm?
    (e) Does the administrator prepare and send investor account statements to the private fund’s investors?
    Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
    (f) If the answer to 26(e) is “no” or “some,” who sends the investor account statements to the (rest of the) private fund’s investors? If
    investor account statements are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
  2. During your last fiscal year, what percentage of the private fund’s assets (by value) was valued by a person, such as an administrator, that is not
    your related person?
    0%
    Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
    relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
    allocations) was the valuation determined by such person.
    Marketers
    Yes No
  3. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
    similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund uses. If the
    private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Additional Marketer Information : 1 Record(s) Filed.
    You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
    or similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund
    uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
    Yes No
    (b) Is the marketer a related person of your firm?
    (c) Name of the marketer:
    SOMERSET CAPITAL

(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):

and CRD Number (if any):
(e) Location of the marketer’s office used principally by the private fund (city, state and country):
City:
LONDON
State: Country:
UNITED KINGDOM
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to 28(f) is “yes”, list the website address(es):
Website Address
WWW.SOM-CAP.COM
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in “yes” answers to more than
one of the questions below.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all
of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.
If you are a “separately identifiable department or division” (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years
following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your
disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of
calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary
orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page (“DRP”) for “yes” answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For “yes” answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.
For “yes” answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate’s registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate’s activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a “minor rule
violation” under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you
or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate’s activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a “yes” answer to any part of Item 11.C.,
11.D., or 11.E.?
For “yes” answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a
state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a “yes” answer to any part of Item 11.H.(1)?
Schedule A
Direct Owners and Executive Officers

  1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive
    officers. Use Schedule C to amend this information.
  2. Direct Owners and Executive Officers. List below the names of:
    (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is
    required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar
    status or functions;
    (b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
    public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
    Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a
    class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,
    parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing
    the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
    security.
    (c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or
    have contributed, 5% or more of your capital;
    (d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
    contributed, 5% or more of your capital, the trust and each trustee; and
    (e) if you are organized as a limited liability company (“LLC”), (i) those members that have the right to receive upon dissolution, or have contributed, 5%
    or more of your capital, and (ii) if managed by elected managers, all elected managers.
  3. Do you have any indirect owners to be reported on Schedule B? Yes No
  4. In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the owner is an entity incorporated or domiciled in a foreign country, or
    “I” if the owner or executive officer is an individual.
  5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or
    member; and for shareholders or members, the class of securities owned (if more than one is issued).
  6. Ownership codes are: NA – less than 5% B – 10% but less than 25% D – 50% but less than 75%
    A – 5% but less than 10% C – 25% but less than 50% E – 75% or more
  7. (a) In the Control Person column, enter “Yes” if the person has control as defined in the Glossary of Terms to Form ADV, and enter “No” if the person does
    not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
    control persons.
    (b) In the PR column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
    (c) Complete each column.
    FULL LEGAL NAME (Individuals: Last
    Name, First Name, Middle Name)
    DE/FE/I Status Date Status
    Acquired
    MM/YYYY
    Ownership
    Code
    Control
    Person
    PR CRD No. If None: S.S. No. and Date of
    Birth, IRS Tax No. or Employer ID No.
    CHANDLER, STEPHEN, CHARLES I MANAGING
    PARTNER
    05/2011 B N N 6077049
    MILBOURN, IAN, LEATHLY I CHIEF
    FINANCIAL
    OFFICER
    05/2011 B N N 6077051
    WHITE, BENJAMIN, VINCENT ST. JOHN I PARTNER 05/2011 B N N 6077056
    WHITE, JOCELYN, CHRISTOPHER I PARTNER 05/2011 B N N 6077058
    TOTTMAN, CHRISTOPHER, EDWARD I PARTNER 05/2011 B N N 6077062
    Schedule B
    Indirect Owners
  8. Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you must first complete
    Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
  9. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
    (a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct
    the sale of, 25% or more of a class of a voting security of that corporation;
    For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
    grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;
    or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
    (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
    dissolution, or have contributed, 25% or more of the partnership’s capital;
    (c) in the case of an owner that is a trust, the trust and each trustee; and
    (d) in the case of an owner that is a limited liability company (“LLC”), (i) those members that have the right to receive upon dissolution, or have
    contributed, 25% or more of the LLC’s capital, and (ii) if managed by elected managers, all elected managers.
  10. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of
    the Exchange Act) is reached, no further ownership information need be given.
  11. In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the owner is an entity incorporated or domiciled in a foreign country, or
    “I” if the owner is an individual.
  12. Complete the Status column by entering the owner’s status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
    members, the class of securities owned (if more than one is issued).
  13. Ownership codes are: C – 25% but less than 50% E – 75% or more
    D – 50% but less than 75% F – Other (general partner, trustee, or elected manager)
  14. (a) In the Control Person column, enter “Yes” if the person has control as defined in the Glossary of Terms to Form ADV, and enter “No” if the person does
    not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
    control persons.
    (b) In the PR column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
    (c) Complete each column.
    No Information Filed
    Schedule D – Miscellaneous
    You may use the space below to explain a response to an Item or to provide any other information.
    DRP Pages
    CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
    No Information Filed
    REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
    No Information Filed
    CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
    No Information Filed
    Execution Pages
    DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
    You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
    the SEC and all amendments.
    Appointment of Agent for Service of Process
    By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the
    state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to
    receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand
    for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state
    action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or
    arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b)
    is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939,
    the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state
    in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.
    Signature
    I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under
    penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other
    information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
    I certify that the adviser’s books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having
    custody or possession of these books and records to make them available to federal and state regulatory representatives.
    Signature: Date: MM/DD/YYYY
    Printed Name: Title:
    Adviser CRD Number:
    164583
    NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
    You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
    the SEC and all amendments.
  15. Appointment of Agent for Service of Process
    By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or
    other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such
    persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or
    papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or
    arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any
    activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly,
    upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of
    1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a
    notice filing.
  16. Appointment and Consent: Effect on Partnerships
    If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws
    from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this
    irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.
  17. Non-Resident Investment Adviser Undertaking Regarding Books and Records
    By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in
    Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission,
    correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940.
    This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of
    attorney or any of your general partners and managing agents.
    Signature
    I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both
    certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits
    and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
    I certify that the adviser’s books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having
    custody or possession of these books and records to make them available to federal and state regulatory representatives.
    Signature:
    IAN MILBOURN
    Date: MM/DD/YYYY
    08/04/2014
    Printed Name:
    IAN MILBOURN
    Title:
    CFO
    Adviser CRD Number:
    1

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