Arc70, founded in 2017, provides investment advisory services to private investment funds
on a discretionary basis.
Arc70 currently manages on a discretionary basis the following seven private investment
funds: (1) Arc70 Fund I LP (“Fund I”); (2) Arc70 Fund II LP (“Fund II”); (3) Arc70 III LP
(“Fund III”); (4) Arc70 Fund IV LP (“Fund IV” and collectively with Fund I, Fund II, Fund III,
the “Flagship Funds”); (5) Arc70 Strategic Opportunities I LLC (“Opportunities Fund I”); (6)
Strategic Opportunities II LLC (“Opportunities Fund II”); and (7) Strategic Opportunities III
LLC (“Opportunities Fund III,” collectively with Opportunities Fund I and Opportunities Fund
II, the “Strategic Opportunities Funds,” and collectively with the Flagship Funds, the “Funds”).
The Funds are exempt from registration under the Investment Company Act of 1940, as amended
and the offer and sale of interests in the Funds are made in reliance on an exemption from
registration under the Securities Act of 1933, as amended.
Advisory Services offered to the Flagship Funds
The Flagship Funds have the same investment strategy which consists of acquiring,
holding, selling and otherwise dealing with and gaining exposure to a portfolio of mortgage
revenue bonds which have been issued to provide construction and/or permanent financing with
respect to multi-family residential properties (collectively, the “Multi-Family Mortgage
Bonds”). The Flagship Funds gain exposure to the Multi-Family Mortgage Bonds through direct
acquisitions or through financing transactions which are expected to include one or more cash-
settled total return swaps (collectively, the “Bond Financing Transactions”). Once Arc70 has
determined that a Flagship Fund has gained a sufficient amount of exposure to the Multi-Family
Mortgage Bonds through direct purchase or through the Bond Financing Transactions, Arc70 will
seek to obtain leveraged exposure to all or a portion of the Flagship Funds’ portfolio through one
or more securitized products (each, an “Arc-Managed Securitized Product”).
In connection with the initial issuance of securities by an Arc-Managed Securitized
Product, it is expected the applicable Flagship Fund will settle a pro rata portion, or its economic
equivalent, of the Bond Financing Transactions. Each Arc-Managed Securitized Product will issue
subordinate tranches of equity securities to a Flagship Fund (“SP Subordinated Equity”) and
senior tranches of equity securities (“SP Senior Equity”) to third-party investors. The Flagship
Funds will receive their interests in the SP Subordinated Equity either in exchange for the transfer
of Multi-Family Mortgage Bonds to the Arc-Managed Securitized Product or by paying for it with
cash. It is also expected that following a Flagship Fund’s settlement of the Bond Financing
Transactions, the Flagship Fund’s investors will receive a portion of the cash collateral posted in
connection with the relevant Bond Financing Transactions which will represent a return of capital
to such investors.
In addition to investing in and otherwise gaining exposure to the financial instruments
referred to above (including, without limitation, the Multi-Family Mortgage Bonds and Arc-
Managed Securitized Products), with respect to Fund III and Fund IV, Arc70 has broad discretion
to invest in and otherwise gain exposure to a variety of other assets and financial products that the
Firm considers to be consistent with the mandate of Fund III and Fund IV. Such other assets and
other financial products are referred to herein as “Additional Permitted Investments” and are
generally those that Arc70 considers opportunistic investment opportunities that are related to the
affordable housing sector; provided that the Additional Permitted
Investments will not represent
more than 20% of Fund III’s net asset value, as determined as of the date the relevant asset is
purchased or the transaction is entered into, as the case may be. Fund IV may also directly or
indirectly acquire loans associated with affordable housing businesses that are expected to be
originated by third parties but, in the future, may be originated by the Adviser or an affiliate. Fund
III and Fund IV may, but does not expect to, borrow in order to fund Additional Permitted
Investments. It is also expected that the Flagship Funds and the Arc-Managed Securitized Products
may from time to time enter into one or more interest rate swaps or other instruments (the “Hedge
Agreements”) in order to manage certain risks, including interest rate risks associated with the
Multi-Family Mortgage Bonds to which the Bond Financing Transactions provide exposure, risks
associated with Additional Permitted Investments and any related portfolio collateral, any Multi-
Family Mortgage Bonds held directly by the Flagship Funds, and the Portfolio Collateral (as
defined below) (collectively, the “Referenced Portfolio”) or any specific Multi-Family Mortgage
Bond therein.
Each Flagship Fund has an advisory board (“Advisory Board”) consisting of certain
limited partners of the Flagship Funds. Each Advisory Board provides non-binding advice related
to business, economic and market conditions, and other matters, relevant to the Flagship Fund it
serves.
Advisory Services Offered to the Strategic Opportunities Funds
The strategy of Opportunities Funds is to invest in mortgage-backed securities (the
“Certificates”) issued by Freddie Mac’s Multifamily Loan Series (“FRETE Trust”), which are
securitization vehicles that securitize Multi-Family Mortgage Bonds similar to the manner in
which the Arc-Managed Securitized Product securitizes Multi-Family Mortgage Bonds (FRETE
Trust and the Arc-Managed Securitized Products collectively, the “Securitization Vehicles,” and
the Multi-Family Mortgage Bonds to which a Securitization Vehicle is exposed, the “Portfolio
Collateral”). The Certificates represent the subordinated tranches of equity securities of the
FRETE Trust (“Frete Subordinated Equity” and collectively with the SP Subordinated Equity,
the “Subordinated Equity”). The FRETE Trust also issues senior tranches of equity securities
(“SP Senior Equity”) to third-party investors (“Frete Senior Equity” and collectively with the
SP Senior Equity, the “Senior Equity”).
The Subordinated Equity, in general, does not bear a stated rate of interest but is entitled
to receive residual distributions on each payment date if and to the extent proceeds received during
the previous payment period exceed what is needed for the relevant Securitization Vehicle to pay
expenses and current interest on its Senior Equity, as well as maintain the required level of
subordination, and certain required ratios of assets-to-liabilities and expected interest proceeds to
current interest obligations for each tranche of the Senior Equity. Distributions to the holders of
the Subordinated Equity of excess current proceeds are subordinate to all other obligations of the
relevant Securitization Vehicle on each payment date. In addition, any additional Portfolio
Collateral proceeds that remain after full repayment of all of a Securitization Vehicle’s liabilities
will be distributed to the holders of the Subordinated Equity.
Each Securitization Vehicle has a collateral manager (“Collateral Manager”) that is
independent of Arc70.
The Adviser’s principal owners are Denny Hou and Adrian Garcia.
As of December 31, 2023, the Adviser managed approximately $1,341,323,809 in assets
on a discretionary basis.