Arctaris was founded in 2009 to provide investment advisory services to private pooled investment
vehicles, along with their subsidiaries (each a “Fund” or, collectively, the “Funds”). The Adviser’s
current strategy is primarily focused on investing in real estate, growth-oriented operating
businesses, and community infrastructure projects located in underserved communities. Arctaris has
partnered with certain corporations, foundations, federal government agencies, and state
government agencies to invest in opportunity zones, inner cities, and targeted rural communities
throughout the U.S., with the aim of delivering investment returns alongside positive social impact.
The Adviser currently manages (a) private closed-end funds focused on impact investing through
opportunity zone investments, investing in operating companies, infrastructure projects, and
qualifying real estate (the “Opportunity Zone Funds”), (b) private credit funds focused on impact
investments (the “Impact Fund”), and (c) certain other legacy private funds with unique investment
strategies.
The Adviser is owned primarily by Jonathan Tower, Managing Partner, through holding
companies. As of December 31, 2023, Arctaris managed approximately $352,647,809 on a
discretionary basis on behalf of the Funds. The Adviser does not manage assets on a non-
discretionary basis.
The Opportunity Zone Funds offer investors an opportunity to participate in, and potentially receive
the tax benefits of, investments in qualified opportunity zone businesses (each, a “QOZB
Company”). The Adviser generally serves as the project manager for each QOZB Company.
Arctaris has entered into and may in the future enter into arrangements with certain federal, state,
or local government entities, foundations, public companies, or philanthropic participants to provide
guarantees or other forms of “First Loss Capital” for the benefit of the Opportunity Zone and Impact
Fund. First Loss Capital is generally expected to represent approximately 10%-20% of capital
contributions to the respective Impact and Opportunity Zone Funds, though First Loss Capital may
represent materially less or greater than that expected amount. Each Fund bears its pro rata portion
of any fees and/or expenses payable to a First Loss Capital provider, which may be material.
Arctaris will allocate the First Loss Capital between the Funds in a manner consistent with Arctaris’
fiduciary duties and pursuant to Arctaris’ First Loss Capital Allocation Policy and Processes.
As specified in more detail in the applicable Fund documents, the Impact Fund is generally
structured to distribute profits and return capital in order of seniority, first to senior lenders, then to
holders of impact bonds and notes, then to the holders of Class A interests, and last to the
contributors of “First Loss Capital” which can include Class B interests and other subsidies or
investments from federal, state, or local government entities, which help to mitigate risk and
provide limited principal protection; the excess, if any, of the proceeds received by the relevant Fund
and its subsidiaries and affiliates (including, without limitation, royalties, fees and interest) from
the investments of borrowed funds over the borrowing cost of such funds, loan guarantees, and
credit insurance would revery to equity holders. The Impact Funds and their subsidiaries have
secured First Loss Capital investments from the Fund’s general partner, as well as investment by
the general partner and/or its affiliates directly into portfolio investments, along with local, state
and federal government agencies, private foundations and other investors sharing a common
mission alignment, which results in providing a principal protection cushion for investments of the
relevant Impact Fund.
First Loss Capital is not a guarantee of principal protection, Investors in the Funds must be prepared
to lose their entire investment.
In providing services to the Funds, Arctaris generally formulates the investment objective for each
Fund, directs and manages the investment and reinvestment of each Fund’s assets and provides
periodic reports to investors in each Fund (limited partners, members, and/or shareholders in the
Funds or QOZB Companies are referred to as “Investors”). Investment advice is provided directly
to each Fund and not individually to Investors. The Adviser does not tailor advisory services to the
individual needs of Investors.
Co-Investments
Arctaris has in the past and may in the future determine that certain investment opportunities
appropriate for a Fund should not or cannot be allocated in their entirety to a Fund based on such
factors as the size or composition
of the Fund, concentration limits, or other reasons deemed
relevant by the Adviser. In such instances, Arctaris may (but is not required to) allocate any
unallocated portions of such opportunities to one or more Investors, investment funds or accounts
managed, advised or sub-advised by the Adviser, affiliates, or such other parties as are selected by
the Adviser. These allocation decisions will be based on such factors as Arctaris, in its sole
discretion, determines is relevant or appropriate under the circumstances, including but not limited
to such factors as: (i) Arctaris’s assessment that a co-investor will be able to consummate a co-
investment within the time frame established by Arctaris (including completion of due diligence
and obtaining all required internal approvals) as demonstrated by, among other things, Arctaris’
prior co-investment experience with such co-investor, a co-investor’s financial resources, size,
staffing, expertise and industry reputation and/or representations made to Arctaris by such co-
investor; (ii) Arctaris’ assessment that a co-investor’s participation in a co-investment may or will
provide certain strategic benefits to the Fund; (iii) Arctaris’ evaluation of whether the co-
investment opportunity may subject the potential co-investor to legal, regulatory, reporting, public
relations, media or other burdens that make it less likely the potential co-investor would act upon
the potential co-investment if offered; and (iv) such other factors set forth in Arctaris’ co-
investment policy.
Participants in co-investment opportunities may either invest directly in such co-investment
opportunities or through co-investment vehicles managed by or otherwise affiliated with the
Adviser. Arctaris has no obligation to offer any such co-investment opportunity to any Investor
solely by virtue of its investment in a Fund. However, certain Investors, including any Investor
with a side letter that requires Arctaris to offer the Investor such co-investment opportunity, will
be given priority over others.
Further, Arctaris may cause a Fund to procure an investment with a view towards syndicating out
a portion of the investment to one or more co-investors. There are conflicts of interest attendant to
syndication and affiliate transactions, including with respect to timing, fees paid to Arctaris by the
co-investor, structuring, and pricing. From time to time, Arctaris though the GP vehicles or other
affiliates, may also invest directly in portfolio investments. This may result in conflicts that must
be addressed consistent with the fiduciary duty of Arctaris.
As described above, the Adviser has established various First Loss Capital programs for the Impact
Funds and Opportunity Zone Funds. Through these programs, certain First Loss Capital providers
provide certain Funds, certain contributions in the Funds, or the Adviser with subsidies, junior capital
guarantees, and other economically similar financing to serve as downside protection. Some Funds
pay Management Fees to the Adviser based on First Loss Capital, regardless of whether the First
Loss Capital is called into the underlying Fund. Further, some First Loss Capital becomes callable
only if the Fund sustains a loss of a sufficient size or other conditions are satisfied. For purposes of
calculating the Adviser’s total assets under management, the Adviser disregards First Loss Capital
amounts that are contingent on a loss or other condition occurring (because that capital may not
ever be available to the Adviser). The Adviser’s assets under management include First Loss Capital
that is both subject to a Management Fee and either (a) already committed to a Fund or (b) is
available to be called at any time (not contingent). The Adviser takes the position that the latter
form of First Loss Capital is akin to a capital contribution or an uncalled capital commitment and
therefore should be included in assets under management. First Loss Capital may also be used to
defray fund costs related to the establishment of the Fund, the investments, and regional investment
programs. Such provisions are contained in the First Loss Agreement.
While the Funds are currently the Adviser’s only clients, the Adviser and its affiliates may sponsor,
manage or advise other accounts in the form of other privately offered funds, investment vehicles
or separately managed accounts in the future. Any such additional accounts may be managed
according to strategies that are similar to or materially different from the Funds and may invest
alongside the Funds. This may include investments made alongside Funds by the GP, as well as
management of the Impact CDE entities.