A. Introduction
AEP is a private equity firm that provides discretionary investment advisory services to a number
of private pooled investment vehicles (including related co-investment vehicles) typically
organized as limited partnerships (individually or collectively, as context may require, the “Fund”
or the “Funds”). AEP is organized as a Delaware limited liability company, was founded in 2014,
and is principally owned by the Jordan & Dori Katz Family Trust of 2006 dated September 1,
2006, and by the S + T Meyer Family Trust dated March 27, 2009. Timothy Meyer and Jordan
Katz (the “Principals”) are Managing Members of AEP.
As of December 31, 2023, the Funds include Angeles Equity Partners I, L.P., Angeles Equity
Partners (Parallel) I, L.P., Angeles Equity Partners (Parallel Blocked) I, L.P. (together with
Angeles Equity Partners (Parallel) I, L.P. and Angeles Equity Partners (Parallel Blocked) I, L.P.
“Fund I”), AEP NVH Co-Investors, L.P., AEP NVH Co-Investors (Parallel), L.P., Angeles Equity
Partners II, L.P., Angeles Equity Partners II-A, L.P. and Angeles Equity Partners II-Exec, L.P.
(together with Angeles Equity Partners II, L.P. and Angeles Equity Partners II-A, L.P., “Fund
II”), AEP Galaxy, L.P. and AEP Galaxy-A, L.P. (together with AEP Galaxy, L.P., “Galaxy”).
Affiliates of AEP serve as the general partners of the Funds (the “Affiliated General Partners”).
Each of the Affiliated General Partners is controlled by or under common control with AEP. As
of December 31, 2023, the Affiliated General Partners include Angeles Equity GP I, LLC, Angeles
Equity NVH GP, LLC, and Angeles Equity GP II, LLC. The Affiliated General Partners shall be
included in all references to AEP as appropriate.
Each Fund is governed by a limited partnership agreement or equivalent governing agreement
(each, a “Fund Agreement”) that specifies the material terms and conditions of the Fund,
including the investment guidelines and investment restrictions applicable to the Fund. In addition,
some of the Funds may have confidential private placement memoranda (each, a “Memorandum”
and, together with the Fund Agreement, the “Governing Documents”), prepared for the investors
in such Funds, which contains additional information regarding the intended investment program
for such Funds. AEP, together with the Affiliated General Partners, provide investment
management services to the Funds in accordance with the applicable Fund Agreements. Each of
the Affiliated General Partners retains management authority over the business and affairs,
including investment decisions of the Funds, for which it serves as general partner.
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”).
The investors in the Funds (generally referred to herein as “Investors”
or ‘limited partners”)
include, among others, family offices, individuals, public pension plans, sovereign wealth funds,
fund of funds, endowments, and charitable organizations.
B. Investments
AEP offers advice solely with respect to the investments made by the Funds, which generally
consist of private company securities, by identifying investment opportunities and participating in
the acquisition, management, monitoring, and disposition of investments for each Fund.
AEP generally has broad and flexible investment authority with respect to the Funds. Each Fund’s
investment objectives and strategy is set forth in the relevant Fund Agreement and, in some
instances, also in a Memorandum for such Fund. All Investors in a Fund are urged to carefully
review the Fund Agreement and, if applicable, the private placement memorandum, for such Fund.
The senior principals or other personnel of AEP or its affiliates generally serve on the respective
boards of portfolio companies owned by the Funds or otherwise act to influence control over
management of portfolio companies in which the Funds have invested.
The investment strategy for the existing Funds primarily targets platform investments in North
American industrial businesses. AEP also will opportunistically look at opportunities in other
industries and geographies.
C. Advisory Services
As noted above, the clients of AEP are the Funds. AEP tailors its investment advice to each Fund
in accordance with such Fund’s investment objectives and strategy as set forth in the relevant
Governing Documents.
Investors in the Funds participate in the overall investment program for the applicable Fund, but
in certain circumstances are excused from a particular investment due to legal, regulatory or other
agreed-upon circumstances pursuant to a Fund Agreement; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between AEP and
any Investor. The Investors are able to negotiate the terms of the applicable Fund Agreement in
connection with, and prior to, their commitments to a Fund. In certain cases, the Affiliated General
Partners have entered into side letter agreements with certain Investors to modify certain rights
and privileges which are not available to other Investors (including, without limitation, information
rights, reporting rights, capacity rights, approval rights and certain other protections and the right
to receive certain special allocations) (the “Side Letters”).
Once an Investor has been admitted to a Fund, it generally cannot seek additional investment
guidelines or restrictions on such Fund.
D. Wrap Fee Programs
AEP does not participate in wrap fee programs.
E. Client Assets
As of December 31, 2023, AEP manages $1,086 million of regulatory assets on a discretionary
basis. AEP does not currently manage any assets on a non-discretionary basis.