Sumeru Equity Partners L.P. (“Sumeru” or the “Adviser”), a Delaware limited partnership, is a
technology-focused growth capital firm based in San Mateo, California. Founded in 2014, the
Adviser invests in growing enterprise technology companies.
The Adviser provides investment management and/or investment supervisory services to
investment vehicles it sponsors (the “Main Funds”) that are exempt from registration under the
Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not
registered under the Securities Act of 1933, as amended (the “Securities Act”).
In addition to the Main Funds, the Adviser has established certain investment vehicles through
which certain employees, members, officers, and independent contractors of the Adviser and/or
their family members, officers and employees of the Adviser’s affiliates and/or their family
members, certain business associates, certain investors in the Main Funds, or other persons close
to the firm have invested alongside one or more Main Funds in one or more investment
opportunities. Such vehicles, referred to herein as “Co-Investment Vehicles,” generally are
contractually required, as a condition of investment, to exit their investments in each investment
opportunity at substantially the same time, and on substantially the same terms, as the applicable
Main Fund that is invested in that investment opportunity. Co-investment vehicles in which
employees of, and certain senior advisors and executives to, the Adviser invest is referred to herein
as (the “Employee Co-Investment Vehicles”, and collectively with the Main Funds and Co-
Investment Vehicles, the “Sumeru Funds” or the “Funds”).
Each Fund is affiliated with a general partner (“General Partner”) with authority to make
investment decisions on behalf of the Funds. The General Partners are controlled by, or under
common control with, Sumeru, but possess a substantial identity of personnel and/or equity owners
with Sumeru. Such affiliates were formed for tax, regulatory, or other purposes in connection with
the organization of the Funds. Such affiliates operate as a single advisory business together with
Sumeru and are subject to the Investment Advisers Act of 1940, as amended (the “Advisers Act”)
pursuant to Sumeru’s registration in accordance with SEC guidance.
The Adviser’s investment management and/or investment supervisory services consist of
investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and
making investments on behalf of the Funds, managing and monitoring the performance of such
investments, and disposing of such investments.
The Adviser provides investment management and/or investment supervisory services to each
Fund in accordance with the limited partnership agreement (or analogous organizational
document) of such Fund, separate investment
management agreements (each such investment
management agreement, an “Advisory Agreement”), and/or side letters with investors
(collectively, the “Governing Documents”). The Adviser does not seek nor require investor
approval regarding each investment decision.
Investment advice is provided directly to the Funds, and not individually to the investors in the
Funds. Certain investors in a Fund have opt-out rights with respect to certain investments due to
legal, regulatory or other agreed-upon circumstances. Investment restrictions for the Funds, if any,
are generally established in the Governing Documents or offering documents of the applicable
Fund.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter 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 in certain circumstances pursuant to the terms of the applicable
Governing Documents. In accordance with industry common practice, the Adviser has entered
into side letters or similar agreements with certain investors including those who make substantial
commitments of capital or were early-stage investors in the Funds, or for other reasons in the sole
discretion of the Adviser, in each case that have the effect of establishing rights under, or altering
or supplementing, a Fund’s Governing Documents. Examples of side letters entered into include
provisions whereby investors have expressed an interest in participating in co-investment
opportunities, advisory board representation, 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, consistent with the Governing
Documents and general market practice. Commencing in September 2024, the Adviser will make
required disclosure of certain side letters to all investors (and in certain cases, to prospective
investors) in accordance with the new Private Fund Rule. Side letters are negotiated at the time of
the relevant investor’s capital commitment, and once invested in a Fund, investors generally cannot
impose additional investment guidelines or restrictions on such Fund. There can be no assurance
that the side letter rights granted to one or more investors will not in certain cases disadvantage
other investors.
Sumeru is principally owned by Kyle Ryland and with a minority interest held by other Sumeru
principals, each as disclosed in Sumeru’s Form ADV Part 1, Schedule A. As of December 31,
2023, the Adviser managed approximately $3.505 billion in regulatory assets under management,
all on a discretionary basis. The Adviser does not manage assets on a non-discretionary basis.