AIP Capital Advisors LLC (“AIP Advisors” or the “Adviser”) is a Delaware limited liability company
with its principal place of business in Stamford, Connecticut. The Adviser, together with its affiliates
(collectively, “AIP”), is an aviation asset manager. AIP was founded in 2023 and is led by its
Managing Partners, Mathew Adamo and Jared Ailstock (the “Managing Partners”). The Adviser
is owned by the Managing Partners and an affiliate of Advantage Capital Holdings LLC (including,
its affiliates, “A-CAP”). A-CAP is a privately held financial services company that owns U.S.-
based insurance companies, a Bermuda-based reinsurer and an SEC registered investment adviser.
Upon the effectiveness of its registration as an investment adviser with the SEC, the Adviser
intends to begin providing investment advice on instruments that are “securities” for purposes of
the Advisers Act.
AIP Advisors was established to provide advisory services to privately offered investment funds,
separately managed accounts, single investor funds, co-investment vehicles, pooled investment
vehicles and other similar types of investment entities (each a “Fund” and collectively, the
“Funds”) focused on sourcing, buying, trading, and managing aviation-related investments and
securities, on both a discretionary and non-discretionary basis. Certain Funds may make
investments through alternative investment vehicles or special purpose vehicles and other similar
vehicles or funds that were formed to facilitate investments for tax, regulatory, or other structuring
reasons.
Investment advice is provided directly to the Funds and not individually to the limited partners,
members or shareholders (collectively, “Limited Partners”) in the Funds. In certain circumstances,
for tax, regulatory, or other structuring reasons, master feeder funds may be organized (“Master
Funds”) and Limited Partners may invest directly in the Master Funds. AIP Advisors investigates,
analyzes, and negotiates potential investments and dispositions on behalf of the Funds. Investments
are made predominantly in aviation-related opportunities including, without limitation,
commercial passenger and freighter jet aircraft and related equipment, including, but not limited
to engines, and certain equity, debt and debt-like securities, including certain other instruments that
may be used for hedging purposes in connection with investments.
Each Fund has one or more general partners, managing members or special limited partners (the
“General Partners”) that are affiliated with AIP Advisor. Limited partnership interests in the Funds
are not registered under the Securities Act of 1933, as amended (the “Securities Act”)
and the
Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Detailed information about the Funds is set forth in the applicable offering
documents, limited partnership agreements, investment management agreements, limited liability
company agreements, or private placement memorandums (the “Governing Documents”) of the
applicable Funds.
From time to time and as permitted by the Governing Documents, AIP Advisors provides co-
investment opportunities to certain investors, including Limited Partners in the Funds, market
participants, finders, consultants, service providers, A-CAP and/or certain other persons associated
with AIP or A-CAP, including employees and their family members. Such co-investments often
involve investment and disposal of interests in assets at the same time and on the same terms as
the Fund(s) making the investment. Certain Limited Partners in Funds that are co-investment
vehicles pay reduced or no management fees and/or are subject to no or reduced carried interest.
AIP Advisors’ advisory services to the Funds and any restrictions, limitations, and investment
descriptions are detailed in the Governing Documents. The individual needs of Limited Partners in
the Funds are not the basis for investment decisions by AIP Advisors and Limited Partners in the
Funds may not impose restrictions on types of securities in which the Funds invest. Investment
advice is provided directly to the Funds by AIP Advisors and not individually to Limited Partners.
AIP Advisors provides advice to the Funds based on specific investment objectives and strategies
described in the Governing Documents for each Fund. Interests in the Funds are offered only to
investors who meet certain eligibility conditions, which are fully set forth in the Governing
Documents of each Fund. AIP Advisors expects to enter into agreements (often referred to as “side
letters”) with certain Limited Partners that grant terms which differ from those outlined in the
Governing Documents. Certain of such additional rights (but not all rights, terms or conditions)
may be elected by certain sizeable investors with “most favored nations” rights pursuant to the
Limited Partner’s side letters.
Upon the effectiveness of its registration, AIP Advisors will not have any regulatory assets under
management on a discretionary or non-discretionary basis. AIP Advisors has registered with the SEC
in reliance on Rule 203A-2(c) because the Adviser expects to be eligible for SEC registration
within 120 days of the filing date as it will begin providing investment advice on instruments that
are securities on behalf of the Funds.