Arlington Management Employees, LLC, a Delaware limited liability company, doing
business as Arlington Capital Partners, is a registered investment adviser that with other affiliated
organizations (AME and, together with such affiliated organizations, collectively, “Arlington”),
as of December 31, 2023, managed approximately $[ ] in client assets on a discretionary basis.
AME is a registered investment adviser that commenced operations in December 1998.
AME and its affiliated investment advisers, Arlington Capital Group II, LLC (“ACP GP II”),
Arlington Capital Group III, LLC (“ACP GP III”), Arlington Capital Group IV, LLC (“ACP GP
IV,”), Arlington Capital Group V, LLC (“ACP GP V”), Arlington Capital Group VI, LLC (“ACP
GP VI”), Timber Coast Private Opportunities GP, L.P. (“ACP GP Timber Coast” and together
with ACP GP II, ACP GP III, ACP GP IV, ACP GP V, ACP GP VI and any future affiliated
general partner entities, the “General Partners”), and Arlington Capital II, L.P. (“Manager II”),
Arlington Capital III, L.P. (“Manager III”), Arlington Capital IV, L.P. (“Manager IV”),
Arlington Capital V, L.P. (“Manager V”) and Arlington Capital VI, L.P. (“Manager VI,” and
together with Manager II, Manager III, Manager IV and Manager V, the “Managers,” and the
Managers, together with the General Partners and AME, the “Advisers”) provide investment
advisory services to investment funds privately offered to qualified investors in the United States
and elsewhere.
In its capacity as the manager of Arlington Capital Partners II, L.P., a Delaware limited
partnership (“Fund II”), Manager II has the authority to manage the business and affairs of Fund
II. ACP GP II is the general partner and where applicable the manager of each of the Fund II
entities.
In its capacity as the manager of Arlington Capital Partners III, L.P., a Delaware limited
partnership (together with any of its feeder vehicles, alternative investment vehicles and other
special purpose entities, “Fund III”), Manager III has the authority to manage the business and
affairs of Fund III. ACP GP III is the general partner of Fund III.
In its capacity as the manager of Arlington Capital Partners IV, L.P., a Delaware limited
partnership (together with any of its feeder vehicles, alternative investment vehicles and other
special purpose entities, “Fund IV”), Manager IV has the authority to manage the business and
affairs of Fund IV. ACP GP IV is the general partner of Fund IV.
In its capacity as the manager of Arlington Capital Partners V, L.P., a Delaware limited
partnership (together with any of its feeder vehicles, alternative investment vehicles and other
special purpose entities, “Fund V”), Manager V has the authority to manage the business and
affairs of Fund V. ACP GP V is the general partner of Fund V.
In its capacity as the manager of Arlington Capital Partners VI, L.P., a Delaware limited
partnership (together with any of its feeder vehicles, alternative investment vehicles and other
special purpose entities, “Fund VI”) and Timber Coast Private Opportunities, L.P., a Delaware
limited partnership (together with any of its feeder vehicles, alternative investment vehicles and
other special purpose entities, “Timber Coast”), Manager VI has the authority to manage the
business and affairs of Fund VI and Timber Coast. ACP GP VI is the general partner of Fund VI,
and ACP GP Timber Coast is the general partner of Timber Coast. The Advisers manage the
business and affairs of Fund II, Fund III, Fund IV, Fund V, Fund VI, Arlington TSI and Timber
Coast (each, a “Fund,” and, together with any future private investment fund managed by the
Advisers, the “Funds”).
The Funds are private equity funds that make primarily control investments through
negotiated transactions in operating entities, generally referred to herein as “portfolio companies.”
The Advisers’ investment advisory services to the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring
investments, evaluating add-on investments for existing portfolio companies and achieving
dispositions for such investments. Although investments are
made predominantly in non-public
companies, investments in public companies are permitted subject to certain limitations set forth
in the applicable Fund’s limited partnership agreement (the limited partnership agreement or other
operating agreement or governing document of each Fund, a “Limited Partnership Agreement”).
The employees and/or owners of the Advisers will serve on such portfolio companies’ respective
boards of directors or otherwise act to influence control over the management of portfolio
companies in which the Funds have invested.
The Advisers’ advisory services for the Funds are further detailed in the applicable private
placement memoranda and the supplements thereto or other offering documents (each, a “Private
Placement Memorandum” and, collectively, the “Private Placement Memoranda” and,
together with any relevant Limited Partnership Agreement, the “Governing Documents”) and the
Limited Partnership Agreements and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as
“investors” or “limited partners”) 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 the relevant Limited Partnership Agreement; such
arrangements generally do not and will not create an adviser-client relationship between the
Advisers and any investor. The Funds or the Advisers have entered into side letters, or other similar
agreements (“Side Letters”), with certain investors that have the effect of establishing rights
under, or altering or supplementing the terms (including economic or other terms) of, the relevant
Limited Partnership Agreement(s) with respect to such investors.
As of the date hereof, AME is managed by Matthew L. Altman, Michael H. Lustbader,
Peter M. Manos and David Wodlinger (the “Managing Partners”), and each “principal owner”
of this entity pursuant to SEC guidelines is listed on Schedule A of Part 1A of AME’s Form ADV.
Each “principal owner” of Manager II, Manager III, Manager IV, Manager V and Manager VI
pursuant to SEC guidelines is listed on Schedule R of Part 1A of AME’s Form ADV.
Additionally, as permitted by the relevant Limited Partnership Agreement, Arlington
expects to provide (or agrees to provide) certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel, Arlington’s personnel and/or certain other persons
associated with Arlington and/or its affiliates, co-investment opportunities (including the
opportunity to participate in co-invest vehicles) that will invest in certain portfolio companies
alongside a Fund. Such co-investments typically involve investment and disposal of interests in
the applicable portfolio company at the same time and on the same terms as the Fund making the
investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including
a co-investing Fund) purchases a portion of an investment from one or more Funds after such
Funds have consummated their investment in the portfolio company (also known as a post-closing
sell-down or transfer), which generally will have been funded through Fund investor capital
contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor
or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid
any changes in valuation of the investment, but in certain instances could be well after the Fund’s
initial purchase, and the co-investor or co-invest vehicle may be charged interest on the purchase,
or the purchase price may be equitably adjusted under certain conditions, to compensate the
relevant Fund for the holding period, and the co-investor or co-invest vehicle generally will be
required to reimburse the relevant Fund for related costs. However, to the extent any such amounts
are not so charged or reimbursed (including charges or reimbursements required pursuant to
applicable law), they generally will be borne by the relevant Fund.