A. Description of the Advisory Firm
Sunstone Partners Management, LLC (“Sunstone Partners” or the “Firm”) is a Delaware limited liability
company that commenced operations in 2015.
1 The principal owners of the Firm are Gustavo Alberelli,
Michael Biggee and Arneek Multani (the “Principals”), who hold their respective interests through
Sunstone Partners Management Holdings, LP, the parent entity of Sunstone Partners.
The Firm’s clients include the following: Sunstone Partners I, LP, and its associated co-investment fund,
Sunstone Partners Co-Invest I, LP (“Fund I” and the “Fund I Co-Invest Vehicle,” respectively), Sunstone
Partners II, LP, Sunstone Partners II-A, LP and Sunstone Partners Executive Fund II, LP (together, “Fund II”)
and Sunstone Partners III-Main, LP, Sunstone Partners III-A, LP and Sunstone Partners Executive Fund III,
LP (together, “Fund III”).
The Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), and the securities of the Funds are not registered under the Securities Act of 1933, as
amended (the “Securities Act”).
B. Types of Services
Sunstone Partners provides discretionary investment advisory services to private investment funds
organized as Delaware limited partnerships (each a “Fund” and collectively the “Funds”). Sunstone
Partners GP-I, LLC, Sunstone Partners GP-II, LLC and Sunstone Partners GP-III, LLC (together with any
future general partner that may be formed, each an “Advisory Affiliate” or “General Partner”) are
affiliated with the Firm and serve as general partners to the Funds. Each Advisory Affiliate is a related
person of Sunstone Partners.
The Firm provides investment advice on, and manages investments in, growth equity-stage companies in
the United States and Canada, focused on technology-enabled services. Growth equity has historically
been considered both a branch of later stage venture capital and as lower middle market private equity.
Within technology-enabled services, the Firm focuses primarily on certain select vertical segments: Cloud,
Cybersecurity, Healthcare IT and Marketing Services.
The Firm offers investment advice solely with respect to the investments made by the Funds. The Firm’s
services consist of investigating, identifying, and evaluating investment opportunities, structuring,
negotiating and executing investments on behalf of the Funds, managing and monitoring the performance
of such investments, and advising as to the disposition of such Fund investments.
Each Fund is a limited partnership, comprising limited partner investors (each, an “Investor”) and a
general partner. The activities of each Fund are governed by a limited partnership agreement (a
“Partnership Agreement”) that specifies the investment guidelines and investment restrictions applicable
to such Fund. Individual Investors enter into a subscription agreement under which the Investor agrees to
be bound by the terms of the Fund’s Partnership Agreement and the subscription agreement (the
1 The Firm was initially organized as TC Growth Management, LLC and formally changed its name on April 12, 2016.
Partnership Agreement and subscription agreements being referred to collectively as the “Governing
Documents”). Each Fund is managed by one of the Firm’s Advisory Affiliates, as General Partner of such
Fund. Each Advisory Affiliate, in turn, has entered into a management agreement with Sunstone Partners
Management, LLC under which Sunstone Partners Management, LLC provides services associated with
advising and managing the respective Fund. Each Advisory Affiliate retains investment and management
authority over the business and affairs of the Fund for which it serves as General Partner, but delegates
certain management and advisory services to the Firm.
Sunstone Partners has offered co-investment opportunities (directly and indirectly) to existing investors,
and expects to offer co-investment opportunities (directly and indirectly) to investors, Portfolio
Operations Group members, portfolio company management or personnel, Sunstone Partners personnel,
other certain persons associated with Sunstone Partners and/or other outside parties in the future. Such
co-investments typically involve investment and disposal of interests in the applicable portfolio company
of a Fund (a “Portfolio Company”) at the same time and on the same terms as the Fund making the
investment. However, for strategic and other reasons, a co-investor or co-invest vehicle is permitted to
purchase a portion of an investment from one or more Funds after such Funds have consummated their
investment in the Portfolio Company (also known as a post-closing sell-down or transfer). There is no
guarantee to any Investor that such Investor will be offered co-investment opportunities. The Firm will
make all decisions regarding whether, to whom, and to what extent to offer co-investment opportunities
in our sole discretion, subject to any restrictions contained in the Governing Documents of the relevant
Fund.
In some cases, a co-investment vehicle will be formed to invest in Portfolio Companies alongside one or
more Funds in connection with the consummation of a transaction, subject to Sunstone Partners’ related
policies and the relevant Partnership Agreement and/or side letter(s). Where a co-investment vehicle is
formed, such entity often will bear expenses related to its formation and operation, many of which are
similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment
was planned (including
a transaction for which a co-investment was believed necessary in order to
consummate such transaction or for which a co-investment would otherwise be beneficial, in the
judgment of the applicable General Partner) is not ultimately consummated, no co-investment vehicle
generally will have been formed, and all unconsummated transaction expenses relating to such
unconsummated transaction will be borne by the Fund or Funds selected by the applicable General
Partner as proposed investors for such proposed transaction, and not by any prospective co-investors that
were to have participated in such transaction, to the extent set forth in the applicable Partnership
Agreement. However, to the extent that such co-investors have already invested in a co-investment or
other vehicle in connection with such transaction, such co-investor or vehicle will in most cases bear its
share of such unconsummated transaction expenses.
C. Fund Investment Objectives and Restrictions
Sunstone Partners generally has broad and flexible investment authority with respect to the Funds. Each
Fund’s investment objective and strategy is set forth in the respective Fund’s Governing Documents.
Investors are urged to carefully review a Fund’s Governing Documents prior to making an investment in a
Fund.
Sunstone Partners’ investment advice and investment authority is tailored and limited to that which is
permitted under each Fund’s Governing Documents. The Firm does not provide investment advice
directly to Investors in the Funds, and Investors in a Fund are bound by the investment strategy of that
particular Fund, as described in such Fund’s Governing Documents.
Sunstone Partners tailors its investment advice to each Fund and makes investment decisions in
accordance with the Fund’s investment objectives, strategy and restrictions as set forth in such Fund’s
Partnership Agreement. While certain individual Investors have separate legal rights under side letter
agreements, as described in the next paragraph, the Firm does not tailor its advisory services to the
individual needs of individual Fund Investors. Since the Firm does not provide individualized advice to
Investors (and an investment in a Fund does not, in and of itself, create an advisory relationship between
Sunstone Partners and the Investor), Investors must consider whether a particular Fund meets their
investment objectives and risk tolerance prior to investing.
Sunstone Partners and/or its affiliates reserve the right to enter into Side Letters with certain investors in
a Fund providing such investors with different or preferential rights or terms, including, but not limited
to, different fee structures or arrangements (including discounted or rebated compensation terms,
modified waterfall mechanics and/or receipt of a portion of Sunstone Partners’ compensation),
information rights, specialized reporting, priority co-investment rights or targeted co-investment
amounts, rights to serve on the Fund’s Advisory Board, liquidity or transfer rights, confidentiality
protections and disclosure rights, modification of default remedies, as well as economic, procedural and
other terms, many of which will not be subject to the “most-favored nation” provisions of a Fund’s
Governing Documents.
Sunstone Partners is likely to have its own economic and/or other business incentives to provide certain
terms to certain Investors, e.g., based on commitment amount to a Fund or the timing thereof, the
ability of an Investor to provide sourcing or other services to Sunstone Partners, its affiliates and
personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships
that have the potential to provide longer-term benefits to Sunstone Partners, its affiliates and
personnel, or the Funds. Further, Side Letters also are expected to relate to strategic relationships under
which an Investor agrees to make Commitments to multiple Funds. Except in the circumstances and on
the timing required by Governing Documents and/or applicable law, other Investors will not receive
copies of Side Letters or related provisions, and as a general matter, the other investors have no
recourse against a Fund, Sunstone Partners, the relevant General Partner or any of their affiliates in the
event that certain investors have received additional and/or different rights and/or terms as a result of
such Side Letters. Side Letters subject Sunstone Partners to potential conflicts of interest, including in
circumstances where an Investor’s right to serve on the relevant Fund’s Advisory Board results in the
Investor receiving additional information relative to other investors. To the extent an investor is subject
to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto,
other investors may be subject to increased losses, or be required to bear an increased portion of
indemnification amounts. Other Side Letter rights are likely to confer benefits on the relevant Investor
at the expense of the relevant Fund or of Investors as a whole, including in the event that a Side Letter
confers additional reporting, information rights and/or transfer rights, the costs and expenses of which
are expected to be borne by the relevant Fund.
D. Wrap Fee Programs
Sunstone Partners does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, Sunstone Partners had a total of approximately $2,155,315,048 in regulatory
assets under management, on a discretionary basis. The Firm does not currently manage any client assets
on a non-discretionary basis.