A. Description of the Advisory Firm
ACME, LLC, the filing adviser, is a California limited liability company that commenced
operations in 2019, and its principal owners are Scott Stanford and Hany Nada.
SherpaCapital, LLC, the relying adviser, is a Delaware limited liability company that
commenced operations in 2013, and its principal owner is Scott Stanford.
B. Types of Services
ACME provides discretionary investment advisory services to private investment vehicles
organized as limited partnerships or limited liability companies (each a “Fund” and
collectively the “Funds”). Typically, affiliates of ACME serve as the general partners or
managing members of each Fund (each an “Advisory Affiliate”). Each Advisory Affiliate is a
related person of ACME.
ACME is a venture capital firm which primarily provides investment advice on and manages
investments in emerging technology-enabled companies at various stages of development
from company founding to late/growth stage (“Portfolio Companies”).
The activities of each Fund are governed by a limited partnership agreement or limited
liability company agreement that specifies the investment guidelines and investment
restrictions applicable to such Fund and, as applicable, confidential private placeme nt
memorandum or other offering documents (collectively, the “Governing Documents”).
ACME, together with the Advisory Affiliates, provides investment management and/or
investment supervisory services. Typically, ACME manages each Fund’s investments
pursuant to the applicable Governing Documents. Each Advisory Affiliate retains
management authority over the business and affairs of the Fund for which it serves as general
partner or managing member, but delegates its investment discretion to ACME.
ACME offers investment advice solely with respect to the investments made by the Funds.
Such services consist of investigating, identifying, and evaluating investment opportunities,
structuring, negotiating, and making investments on behalf of the Funds, m anaging and
monitoring the performance of such investments, and disposing of such investments.
ACME and certain of its Advisory Affiliates have offered co-investment opportunities
(directly and indirectly) to existing investors, ACME employees and key persons, and outside
parties pursuant to the terms of the applicable Governing Document. ACME and/or the
Advisory Affiliates will allocate the available co-investment as determined in their sole
discretion. There is no guarantee for any investor in a Fund (each an “Investor” and
collectively, the “Investors”) that it will be offered co-investment opportunities. All decisions
regarding whether and to whom to offer co-investment opportunities are made in the sole
discretion of ACME and/or the Advisory Affiliates subject to any restrictions contained in the
Governing Documents of the relevant Fund.
Please note, as a venture capital firm (and unlike a private equity firm), ACME typically has
no control over the timing and execution of co-investment opportunities.
In determining allocations of co-investment opportunities, ACME may take into account any
facts or circumstances it deems appropriate in its sole discretion, including, without limitation:
(a) the size of the prospective co-investor’s investment in the Fund and any other funds
advised or managed by ACME or an affiliate thereof, if any; (b)
the prospective co- investor’s
provision of services to the Fund; (c) the prospective co-investor’s potential benefit to the
Funds’ activities or to one or more of its investments; (d) whether and to what extent the
prospective co-investor has expressed an interest in co-investment opportunities; (e) the
General Partner’s evaluation of the financial resources, sophistication, experience and
expertise of the potential co-investor with respect to the execution of co-investment
transactions generally, and with respect to the geographic location or business activities of the
applicable investment; (f) perception of past experiences and relationships with each
prospective co-investor; (g) whether or not such person has co-invested previously and the
ability of any such co-investor to respond promptly and appropriately to potential investment
opportunities; (h) perception of the legal, regulatory, reporting, public relations, competitive,
confidentiality or other issues that may arise with respect to any prospective co- investor; and
(i) any strategic value or other benefit resulting from offering such co- investment opportunity
to a prospective co-investor.
C. Fund Investment Objectives and Restrictions
ACME 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. All Investors are provided with the relevant Fund’s limited partnership
agreement or limited liability company agreement and, in the case of certain Funds, a
confidential private placement memorandum or other offering documents, prior to making an
investment. Investors are urged to carefully review those documents prior to making an
investment in a Fund.
ACME tailors its investment advice to each Fund in accordance with the Fund’s investment
objectives and strategy as set forth in the relevant Governing Documents. Generally, ACME
does not tailor its advisory services to the individual needs of Investors. ACME’s investment
decisions and advice are subject to the investment objectives, guidelines and restrictions set
forth in the relevant Governing Documents. Since ACME does not provide individualized
advice to Investors (and an investment in a Fund does not, in and of itself, create an advisory
relationship between the Investor and ACME), Investors must consider whether a particular
Fund meets their investment objectives and risk tolerance prior to investing.
ACME, or an Advisory Affiliate, has entered into side letter agreements with certain
Investors. Side letters are negotiated prior to investment and may establish rights that
supplement or alter the terms of the applicable Governing Documents. Pursuant to such side
letters, ACME, or an Advisory Affiliate, has granted rights to certain Investors which are not
available to other Investors (including without limitation, advisory committee representation,
certain transparency rights, and confidentiality). Once invested in a Fund, Investors generally
cannot impose additional investment guidelines, restrictions, or other requirements on such
Fund.
D. Wrap Fee Programs
ACME does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, ACME had $978,666,549 in regulatory assets under management on
a discretionary basis. ACME does not currently manage any client assets on a non- discretionary
basis.