Sunstone Advisors is a limited liability company formed on September 28, 2022, under the laws
of the State of Delaware and wholly owned by Messrs. John Shen, John Keisler, Michael Stone
and Ms. Jasmine Jiang, who collectively have 100% ownership interest in Sunstone Advisors.
Sunstone Venture Partners is a limited liability company formed on July 21, 2023, under the
laws of the State of Delaware and wholly owned by Messrs. John Shen, John Keisler, Michael
Stone, Luis Cifuentes, Mangran Wei and Ms. Jun Jiang, who collectively have 100% ownership
interest in Sunstone Venture Partners.
Sunstone Advisors offers investment advisory services to multiple venture capital equity funds
and their general partners, other pooled investment vehicles (the “Funds”) and provide
investment recommendations to program managers for an Immigrant Investor Program (“EB-5
program”) an institutional Client (collectively, “Clients”). The Relying Adviser offers investment
advisory services to one venture capital equity fund. We do not provide investment advisory
services to individual investors.
As of December 31, 2023, Sunstone Advisors currently has $104,918,690 in assets under
management of which $18,710,000 is managed on a non-discretionary basis. In addition, we
intend to manage on a non-discretionary basis $9,000,000 in unfunded capital commitment for
the same Client, for a total of $27,710,000 managed on a non-discretionary basis. We currently
offer investment advisory services to one institutional client, seven venture capital funds and
one fixed income fund of funds:
• American Lending Center LLC is an affiliated, private non-bank lending institution to
whom we provide non-discretionary advisory and management services.
• Sunstone Fixed Income Fund IV, LLC offers a limited number of sophisticated high net
worth noteholders access to floating rate and fixed income securities investment
primarily in a non-affiliated fund with the objective of generating stable current income.
• Two funds, Sunstone Seatrec I, LLC and Sunstone Seatrec II, LLC are special purpose
vehicles open to a limited number of investors for special purpose investing
opportunities.
• The remaining venture capital funds, which are limited to Qualified or Accredited
Investors, invest in diverse early-stage entrepreneurs who span sectors including
information technology, healthcare, consumer products and services, business products
and services, financial services, and energy.
We have established an Investment Committee (the “Committee” and, individually, the
“Committee Members”) for the purpose of making a determination if a business recommended
to us is appropriate for investing in by one or more of our Clients or for presentation to the ALC
Entities for inclusion as an EB-5 opportunity. For more information regarding Methods of
Analysis, please see Item 8 below.
On behalf of our Clients, we, or one of our affiliates, may also offer and provide managerial
assistance to the portfolio companies of our Client. These services may include monitoring the
operations of the portfolio companies, participating in board and management meetings,
consulting with and advising officers of the portfolio companies and providing other
organizational and financial guidance.
While our Committee may perform the analysis as described in Item 8, no Committee Member
has individual authority to take any action or commit capital to any investment without majority
consensus from the Investment Committee.
Sunstone Advisors has identified Sunstone Venture Partners L.L.C. as a registered investment
adviser as a Relying Adviser under Sunstone Advisors registration with the SEC (collectively,
“the Advisors”). Sunstone Venture Partners is an affiliated entity that will serve as an investment
adviser to Sunstone Dream Fund, L.P., which will be advised by Sunstone Venture Partners. In
satisfaction of the requirements to be designated as a Relying Adviser, the Advisors
• advise only private funds whose accounts pursue investment objectives and strategies
that are substantially similar,
• share its principal office and place of business and all of the substantive provisions of
the Advisers Act apply to each,
• The Relying Adviser and its employees and persons acting on their behalf are subject to
the Sunstone Adviser’s supervision and control,
• The Advisors are both subject to the Advisers Act and both are subject to examination
by the SEC, and
• The Advisors operate under a single code of ethics and a single set of written policies
and procedures.
As of December 31, 2023, the Relying Adviser currently has $ $3,000,000 in pre-seed assets
under management of which all are managed on a discretionary basis.
About The Funds
Our Clients are expected to primarily be proprietary pooled investment vehicles (the “Funds”)
with offerings exempt from registration
pursuant to Rule 506(b) and in some cases Rule 506(c)
of the Securities Act of 1933. Our Clients’ investment objectives are focused on diverse, early-
stage technology focused private companies that we believe provide new opportunities for
economic growth through the creation of public-private partnerships across government,
education, and private sectors. Investments in our Clients are deemed to be high risk
investments and for that reason, the offerings are available only to Accredited, Qualified
Investors, who can bear the risk of loss of their investment.
This Disclosure Brochure provides only broad summaries of the information which is more fully
provided in the offering documents for each of the Funds. Investors should refer to each specific
Fund’s Offering Document for definitive and more comprehensive information regarding a
specific investment concept and the matters described in this Disclosure Brochure.
Each Fund’s private placement memorandum (PPM) (combined with the applicable security
agreement, and/or other agreements associated with an investment in a Fund) will describe the
terms and conditions related to the specific purchase and sale of each investor’s interest in the
Fund in addition to disclosures related to the risks of investing in a Fund, among other things.
The Funds are offered to investors in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, as amended, set forth in Section 4(2) of such act,
and are not registered as an investment companies under, or otherwise subject to the
provisions of the U.S. Investment Company Act of 1940, as amended (the “Investment
Company Act”), either because the vehicles do not meet the definition of “investment company”
or in reliance upon an exclusion from the definition of “investment company” provided in the
Investment Company Act. Investment guidelines and objectives for each Fund are set forth in
the respective Fund’s Offering Documents.
Relying Adviser
Sunstone Venture Partners is a Relying Adviser that expects to offer investment advisory
services to one fund, Sunstone Dream Fund, L.P., a venture capital equity fund and to their
general partners. The Relying Advisor intends to invest in early-stage high-technology
companies in the consumer tech, enterprise services, artificial intelligence, robotics, deep-tech
and similar sectors and in such other activities as determined by the General Partners.
The EB-5 Program
Sunstone Advisors will also provide non-discretionary advisory services to American Lending
Center LLC (“ALC”), a California corporation that is primarily responsible for serving as a
regional center under an EB-5 Program established by the Immigrant Investor Program (the
“EB-5 Program”). The EB-5 Program is a visa program which allows foreign investors to gain
permanent residence in the United States in exchange for a minimum investment into new
commercial enterprises (“NCEs”) that provide economic development and job creation. The
NCE is the investment vehicle into which the foreign investors invest. To the extent that the
Private Funds qualify as an NCE, the foreign investors may invest in the Private Funds advised
by the Company.
We will also be advising American Lending Center Capital LLC (“ALCC”) with regard to the
investing of redeployed capital coming out of the EB-5 program and advising American Lending
Center (“ALC”) with regard to all other companies engaged in the EB-5 process. The advisory
services being provided to this Client includes, on a non-discretionary basis, advising on:
• investment activity of the Client’s investment activities;
• potential structuring of acquisitions, dispositions and/or terms of investments that suit the
Client’s investment documents and business purpose;
• coordinating and approving of portfolio fair valuations and performance metrics and
benchmarking;
• providing periodic and annual reports on the investment portfolio; and
• providing administrative services, including facilitating communications regarding
investments
Sunstone Management, Inc.
Sunstone Management, Inc. (“Sunstone Management”), an affiliated entity, is a private capital
sponsor and general partner of the Venture Capital Funds and which invests its time and
resources into providing capital and technical assistance to diverse, high-quality individuals and
their start-up businesses that they believe advances products, services, and solutions to the
business community.
Sunstone Management will identify start-up founders, both equity and debt, to present to
Sunstone Advisors to evaluate suitability for recommendation to ALC on its EB-5 investments,
including investments into NCEs under the EB-5 Program and for the redeployment of capital
under the EB-5 redeployment program.