Acorn Growth Companies, LC, is an Oklahoma-based private equity investment advisory firm
formed in 2000. It invests in lower middle market companies focused exclusively on aerospace,
defense, intelligence, and space. Acorn Growth Companies, LC is the “filing adviser” and Acorn
Growth Companies, LLC is “relying adviser” (the filing adviser and relying adviser, together with
the Funds’ general partners, are collectively referred to herein as “Acorn”, the “Firm” or the
“Adviser”). Acorn also has offices in Tulsa, OK, Washington, D.C., and London, England. Acorn is
owned by Jeff Davis and Rick Nagel. For more information about Acorn’s owners and executive
officers, see Acorn’s Form ADV Part 1A, Schedule A and Schedule B.
Acorn provides portfolio management and investment advisory services to privately-offered
commingled funds (each, a “Fund”, and collectively referred to as “Funds”) that invest in either
private equity or private credit opportunities and which are typically formed in different entities
in order to accommodate different investor types on both a discretionary and non-discretionary
basis. Interests in the Funds are privately offered to qualified investors in the United States and
elsewhere. Funds from the same group invest proportionally in portfolio companies based on
capital commitments. In certain circumstances, as more fully described in Item 7 below, the Firm
also permits certain investors and third parties to co-invest directly into a portfolio company.
Such direct co-investments are not considered Funds or clients of Acorn. For additional
information on how the Firm determines when an investment should be considered for co-
investment and how the Firm may allocate such opportunities, please see Item 7 below.
Certain Funds are affiliated with a general partner (“General Partner”) which has the authority to
make investment decisions on behalf of such Fund and is deemed to be registered with the SEC
under the Investment Advisers Act of 1940 (the “Advisers Act”) pursuant to Acorn’s registration.
While the General Partners maintain ultimate authority over the respective Funds, each of the
filing and relying advisers has been delegated the role of investment adviser. For more
information about the Funds and General Partners, please see Acorn’s Form ADV Part 1A,
Schedule D, Sections 7.A. and 7.B.(1).
The private equity Funds make primarily control investments through negotiated transactions in
operating entities, generally referred to herein as “Portfolio Companies.” For the private equity
Funds managed on a discretionary basis, Acorn’s investment advisory services include the
acquisition, monitoring, managing and disposition of investments made by the private equity
Funds. For some of its private equity Funds, Acorn provides non-discretionary investment
advice.
The Firm’s principals or other personnel and/or third parties appointed by Acorn will generally
serve on such Portfolio Companies’ respective boards of directors or otherwise act to influence
control over management of Portfolio Companies held by the private equity Funds.
Although investments are made predominantly in non-public companies, investments in public
companies are permitted subject to certain limitations set forth in the applicable Fund’s private
placement memorandum, limited partnership agreement, investment management agreement,
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side letter agreements and other governing documents of the relevant Fund (collectively, the
“Governing Documents”).
Acorn’s advisory services are tailored to the investment strategies of the Funds. Acorn does not
tailor its advisory services to the individual needs of investors in its Funds; the Firm’s investment
advice and authority for each Fund is tailored to the investment objectives of that Fund. These
objectives are described in the Fund’s Governing Documents. The Firm does not seek or require
investor approval regarding each investment decision in its discretionary Funds.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letters agreements. Investors in the Funds participate in the
overall investment program for the applicable Fund and generally cannot be excused from a
particular investment except pursuant to the terms of the applicable Governing Documents.
Acorn has entered into side letters or similar agreements with certain investors including those
who make substantial commitments of capital or who were early-stage investors in the Funds, or
for other reasons in the sole discretion of Acorn, in each case that have the effect of establishing
rights under, altering or supplementing a Fund’s Governing Documents. Such rights include co-
investment preferences, certain fee arrangements, notification provisions, reporting
requirements and “most favored nations” provisions, among others. These rights, benefits or
privileges are not always made available to all investors and to the extent permitted by applicable
law, may not be required to be disclosed to all investors. Side letters are negotiated at the time
of the relevant investor’s capital contribution, and once invested in a Fund, investors generally
cannot impose additional investment guidelines or restrictions on such Fund.
Wrap Fee Programs
The Firm does not participate in any wrap fee programs.
Assets Under Management
As of December 31, 2023, Acorn managed approximately $574,127,168 in regulatory assets
under management, of which $572,753,116 were managed on a discretionary basis and
$1,374,052 were managed on a non-discretionary basis.