Arsenal Venture Partners, Inc, (the “Arsenal Venture Partners”) a Delaware Corporation wholly
owned by Jason Rottenberg and John Trbovich, provides investment advisory services to
A r s e n a l V e n t u r e P a r t n e r s I I L . P . , A r s e n a l V e n t u r e P a r t n e r s I I A L . P . , A r s e n a l
V e n t u r e P a r t n e r s I I F l o r i d a L . P . , A r s e n a l G r o w t h E q u i t y I I I L . P . , A r s e n a l
G r o w t h E q u i t y I V L . P . , Arsenal Cart Investors LLC, Arsenal Cart Investors II LLC, Arsenal Cart
Investors III LLC, Arsenal Elevate Investors I LLC and Arsenal Sayari Investors I, LLC ( t h e “ A r s e n a l
F u n d s ” ) . T h e A r s e n a l F u n d s a r e exempt from registration under the Investment
Company Act of 1940, as amended (the “Investment Company Act”) and whose securities are
not registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Arsenal Funds are our clients. The limited partners or members in the Funds are referred to
herein as investors.
As the investment adviser, Arsenal Venture Partners, identifies investment opportunities for, and
participates in the acquisition, management, monitoring and disposition of investments of the
Arsenal Funds.
Arsenal Venture Partners is focused on investing in emerging growth companies. Such
investments take the form of privately negotiated investment instruments including unregistered
equity from both U.S. and non‐U.S. issuers and other investments, consistent with the respective
Arsenal Venture Partner’s investment strategy and objectives.
Arsenal Venture Partners provides investment advisory services to each of the Arsenal Funds
pursuant to separate investment and advisory agreements (each, an “Advisory Agreement”).
Investment advice is provided by Arsenal Venture Partners directly to the Arsenal Funds, subject
to the direction and control of the affiliated General Partner, Manager, or other governing body,
of such Arsenal Fund.
The General Partner, Manager, or other governing body, of the applicable Arsenal Fund,
establishes any restrictions on investments in certain types of securities, which are set
forth
in the Limited Partnership Agreement, LLC Agreement or other governing documents.
Arsenal Venture Partners has been in business since 2004.
Arsenal Growth Equity, LLC is a majority-owned subsidiary of Arsenal Venture Partners that provides
investment advisory services with respect to certain Arsenal Funds. Arsenal Growth Equity will rely
on our investment adviser registration instead of separately registering as an investment adviser with
the SEC under the Advisers Act. To rely on our registration, we have entered into investment
management agreement with Arsenal Growth Equity. In addition, we represent that:
(i) Arsenal Growth Equity, its employees and persons acting on its behalf will be “persons
associated with” and “supervised persons” (as each term is defined in the Advisers Act)
of Arsenal Venture Partners;
(ii) (ii) The investment advisory services of Arsenal Growth Equity, its employees and
persons acting on its behalf will be subject to our supervision and control with respect
to any investment advisory functions thereof;
(iii) (iii) Any investment advisory functions of Arsenal Growth Equity will be subject to the
Advisers Act and the rules and regulations thereunder; and
(iv) (iv) The activities and books and records of Arsenal Growth Equity will be subject to
inspection and examination by the SEC. Arsenal Growth Equity will be subject to our
compliance policies and procedures.
The private fund managed by Arsenal Growth Equity include:
Arsenal Growth Equity IV L.P. Arsenal Venture Partners or principals of Arsenal Venture Partners
own an interest in the manager of Arsenal Growth Equity IV, L.P., which is a venture capital fund.
Additionally, Arsenal Venture Partners owners and member partners serve as general partner
and/or investment manager to the Arsenal Funds and these relationships may create conflicts of
interest because Arsenal Venture Partners owners and member partners have an incentive to
recommend the Arsenal Funds as an investment to Arsenal Venture Partners investors and may
profit from such investments. As stated in the aforementioned, Arsenal Venture Partners has
procedures in place to make sure that such investment opportunities and allocated in a fair and
equitable manner.