ATL Advisor LP (the “Adviser”) is a Delaware limited partnership with its principal place of business in New York,
New York. The Adviser was initially formed as a limited liability company in September 2014, and subsequently
converted to a limited partnership in January 2015.
The Adviser provides investment management services to six (6) pooled investment vehicles: Aerospace
Transportation and Logistics Fund II LP (“Fund II”), ATL Rock It AIV, LP (the “ATL II AIV”), ATL II Rock It Co-
Invest LP (“Rock It CI”), ATL II Valence Co-Invest, LP (“Valence CI”), ATL II Arrive Co-Invest LP (“Arrive Co-
Invest”), and ATL II Arrive Co-Invest-B LP (“Arrive Co-Invest B”) (each a “Fund” and together, the “Funds”).
Fund II is a private equity fund that targets investment opportunities in selected subsectors within the aerospace,
transportation and logistics sectors primarily in North America, and was formed by ATL II Associates LLC (the
“General Partner”). ATL II AIV is an alternative investment vehicle formed by the Fund II General Partner, each
of Rock It CI and Valence CI was formed by the General Partner for the purpose of investing alongside Fund II, and
Arrive Co-Invest and Arrive Co-Invest B were formed by the General Partner for the purpose of investing alongside
Fund II.
The Adviser serves as the investment advisor to Fund II pursuant to a Sub-Advisory Agreement (the “Sub-Advisory
Agreement”) entered into with ATL II Advisor LP (the “Manager” or the “Management Company”).
The investment strategy for Fund II is described in Fund II’s marketing materials and is subject to any limitations set
forth in the Amended and Restated Agreement of Limited Partnership of the ATL Fund II (as amended, modified,
waived and/or restated, the “ATL Fund II Partnership Agreement”). Except for any investment restrictions
contained in the ATL Fund II Partnership Agreement, limited partners of Fund II (“Limited Partners”) generally do
not have the ability to limit the Adviser’s investment authority and generally participate in Fund II’s overall
investment program, although certain Limited Partners may be excused from participating in certain investments or
may be entitled to withdraw from Fund II under limited circumstances, in each case as set forth in the ATL Fund II
Partnership Agreement, in the Agreement of Limited Partnership of the ATL II AIV (the "ATL II AIV Partnership
Agreement"), in the Agreement of Limited Partnership of Rock It CI (the “Rock It CI Partnership Agreement”),
and in the Agreement of Limited Partnership of Valence CI (the “Valence Partnership Agreement”), in the
Agreement of Limited Partnership of Arrive Co-Invest, and in the Agreement of Limited Partnership of Arrive Co-
Invest B, and together with the ATL Fund II Partnership Agreement, the ATL II AIV Partnership Agreement, the
Rock It CI Partnership Agreement, the Valence CI Partnership Agreement, the Arrive Co-Invest Partnership
Agreement and the Arrive Co-Invest B Partnership Agreement, the “Partnership Agreement”). Pursuant to a Sub-
Advisory Agreement, the Adviser is responsible for managing the affairs of Fund II in accordance with the
investment guidelines set forth in the ATL Fund II Partnership Agreement. The Adviser may engage sub-advisors
and may, in its discretion, retain other professionals, including
but not limited to accountants, lawyers and
consultants, to assist the Adviser in rendering any services to Fund II. In addition, the Adviser may provide services
directly to portfolio companies. The senior principals or other personnel of the Adviser may serve on the board of
directors of any such portfolio company or otherwise act to influence control over the management of Fund II’s
portfolio companies.
The General Partner controls the business and affairs of Fund II, Valence CI, Arrive Co-Invest, and Arrive Co-Invest
B, and the ATL II AIV General Partner controls the business and affairs of ATL II AIV, and the Rock It CI General
Partner controls the business and affairs of Rock It CI. In addition, the General Partner, the ATL II AIV General
Partner, and the Rock It CI General Partner are affiliates of and under common control with the Adviser (as
described below).
The Funds are advised by a team of dedicated investment professionals (the “ATL Investment Professionals”),
together with certain senior executives comprising the “ATL Board”, collectively comprise the “ATL Investment
Team”.
The Adviser is owned by Tai Tam LLC, a Delaware limited liability company that is controlled by Frank V. Nash
(“Mr. Nash”) and owned by Mr. Nash and his spouse (1%). The General Partner and ATL II AIV General Partner
are owned by ATL UGP LLC, a Delaware limited liability company controlled by Tai Tam LLC.
Additional partnerships or other parallel entities may be established to invest alongside Fund II to address legal, tax
or regulatory requirements of certain investors. Except to the extent necessary to address the foregoing
requirements, such parallel entities, if any, will co-invest in investments on substantially the same terms and
conditions as, and on a contemporaneous basis with, Fund II. Similarly, the General Partner or one of its affiliates
may form one or more alternative investment vehicles if the General Partner determines in its discretion, for legal,
tax, regulatory or other reasons that an investment cannot be made through Fund II and its parallel entities.
ATL Investor II LP, a Delaware limited partnership (the “Fund II Special Limited Partner” or “ATL II Investor”),
is a limited partner of Fund II and receives the carried interest payable by Fund II (as described below). The general
partner of ATL II Investor is ATL UGP LLC, which is controlled by Tai Tam LLC.
The Adviser has engaged MidOcean US Advisor, LP (“MidOcean”) to provide certain services to the Adviser
subject to the terms and conditions of a services agreement among the Adviser and MidOcean (the “Services
Agreement”). MidOcean or any of its affiliates provide the Adviser with services including, but not limited to,
regulatory compliance oversight for any employees who are supervised persons of the Adviser, as well as various
office personnel, office space and equipment, systems and other services (the “Services”), all as further described on
and subject to the terms and conditions set forth in the Services Agreement. As consideration for providing the
Services, the Adviser compensates MidOcean through fees and cost reimbursements.
As of December 31, 2023, the Adviser had approximately $1.4 billion of regulatory assets under management, all
managed on a discretionary basis.