your principal owner(s).
Tower Arch Capital, L.P. (“Tower Arch”) is a private equity firm focused on acquiring interests in privately held, lower-middle market companies. Tower Arch was formed in 2013. The principal owners of Tower Arch are Rhett Neuenschwander, David Parkin, Ryan Stratton, and David Topham (collectively, the “Principals”). There are no greater than 25% owners of Tower Arch.

Tower Arch provides discretionary investment advisory services to privately offered pooled investment funds (the “Funds”).

Tower Arch advises two sets of parallel funds. The first set includes Tower Arch Partners I, LP (“TAP I”) and Tower Arch Partners I (Q), LP (“TAP I (Q)” and together, the “TAP I Funds”), and the second set includes Tower Arch Partners II, LP (“TAP II”) and Tower Arch Partners II (Q), LP (“TAP II (Q)” and together, the “TAP II Funds”).

In certain cases, Tower Arch has offered, and may in the future, offer to allow certain investors (including related persons of Tower Arch) the ability to co-invest along with the Funds in certain Portfolio Companies. In certain cases Tower Arch may form a co-investment vehicle to facilitate such investments (“Co-Investment Vehicle”). Such co-investments may or may not be subject to the fees described below in Item 5, or may be subject to different fee amounts and/or terms. Tower Arch or the applicable general partner may offer co-investment opportunities to some investors and not others, at the discretion of the General Partner.

In the future, Tower Arch may provide investment advisory services to other Funds or other clients.

Advisory Structure
The activities of each Fund are governed by a limited partnership agreement (each a “Fund Agreement”), that specifies the investment guidelines and investment restrictions applicable to each Fund.

Typically, an affiliate of Tower Arch serves as general partner of each of the Funds (each a “General Partner”). Each General Partner is a related person of Tower Arch. Tower Arch, together with the General Partners, provides investment management and/or investment supervisory services. The General Partners and Funds retain Tower Arch to provide investment management and advisory services. The General Partners retain management authority over the business and affairs of the Funds.
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
Tower Arch offers investment advice solely with respect to the investments made by the Funds. Such services consist of investigating, identifying, and evaluating investment opportunities; structuring, negotiating, and making investments on behalf of the Funds; managing and monitoring the performance of such investments; and disposing of such investments. The Funds generally invest in equity securities issued by private companies (“Portfolio Companies”). Tower Arch generally has broad and flexible investment authority with respect to the Funds. Each Fund’s investment objective and strategy is set forth in the respective Fund’s governing documents. All investors in the Funds (“Investors”) are provided with a Fund Agreement and, in the case of certain Funds, a confidential private placement memorandum prior to making an investment. Investors are urged to carefully review those documents prior to making an investment in the Fund.
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
Tower Arch tailors its investment advice to each Fund in accordance with the Fund’s investment objectives and strategy as set forth in the relevant Fund Agreement and, if applicable, confidential private placement memorandum. Certain investment limitations may be included in the Fund Agreements.

Tower Arch and/or the General Partners have and may in the future enter into side letter agreements with certain Investors. Side letters are negotiated prior to investment and may establish rights that supplement, or alter the terms of, the applicable Fund Agreement. Pursuant to such side letters, certain Investors have rights which are not available to other Investors (including, without limitation, most favored nations rights, advisory board representation, transparency rights, reporting rights, and co-investment rights).
(1) describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
Not applicable. Tower Arch does not participate in wrap fee programs. discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of December, 31 2019, Tower Arch and the General Partners manage approximately $934,221,780 of Fund assets on a discretionary basis. Tower Arch does not have any clients whose assets are managed on a non-discretionary basis. please register to get more info

schedule. Disclose whether the fees are negotiable.
Any new Fund launched by Tower Arch may have materially different terms than those summarized below. The fees paid by the Funds are negotiable by Investors only prior to an investment in the Fund, at the discretion of the relevant General Partner. The General Partners have reduced and waived fees for certain Investors, including employees, officers, directors and other “friends and family” Investors.

Management Fees

Tower Arch is generally compensated for its advisory services through asset-based management fees of 2.0% of capital commitments of the Investors of the relevant parallel Funds during the investment period. After the investment period, the management fee is 2% of the aggregate cost basis of the relevant Funds’ investments. The management fee is typically paid quarterly in advance.

Carried Interest

In addition, as described in more detail in Item 6 below, the applicable General Partner receives a performance allocation (commonly referred to as “Carried Interest”) in each Fund generally once all capital contributions plus a preferred return, when applicable, have been returned to the Investors in the Fund (pursuant to the terms in each Fund Agreement).

In addition, Tower Arch, its employees, officers, directors and/or its affiliates perform advisory, management and other services for Portfolio Companies or prospective portfolio companies. Tower Arch and its affiliates have been, and will in the future be, compensated for such additional services which may include, but are not limited to transaction, commitment, break-up, syndication, guarantee, directors, officers, management, monitoring, advisory, and other fees paid by a Portfolio Company or prospective portfolio company (“Additional Services”). These fees are often substantial and are typically paid in cash but may be paid in kind (via securities of the Portfolio Company). Fees may be fixed or determined by another metric. Such fees are typically subject to the management fee offset noted in Item 5.C. below.

If clients may select either method, disclose this fact. Explain how often you bill clients or
deduct your fees.
Tower Arch, or the General Partner, deducts the management fees applicable to the appropriate Fund directly from the Fund’s assets. Performance based compensation described in Item 6 below is paid to the relevant General Partner when earned. Funds do not have the ability to choose to be billed directly for fees incurred.
advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will
incur brokerage and other transaction costs, and direct clients to the section(s) of your
brochure that discuss brokerage. As set forth in the Fund Agreements, each set of parallel Funds pays all applicable fees, costs, expenses, liabilities and obligations relating to the Funds and/or their activities, business, Portfolio Companies or actual or potential investments, including with respect to any entities formed to effect the acquisition and/or holding of a Portfolio Company (to the extent not borne or reimbursed by a Portfolio Company or potential Portfolio Company), including all fees, costs, expenses, liabilities and obligations relating or attributable to: i. activities with respect to the structuring, organizing, negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, or otherwise disposing of, as applicable, Portfolio Companies and the Funds’ actual and potential investments (including follow-on investments) or seeking to do any of the foregoing, whether or not any contemplated transaction or project is consummated and whether or not such activities are successful; ii. indebtedness of, or guarantees made by, the Funds, a General Partner or any affiliate of Tower Arch on behalf of a Fund, including interest with respect thereto, or seeking to put in place any such indebtedness or guarantee; iii. financing, commitment, origination and similar fees and expenses; iv. broker, dealer, finder, underwriting, loan administration, private placement fees, sales commissions, investment banker and similar services; v. brokerage, sale, custodial, depository, trustee, record keeping, account and similar services; vi. legal, accounting, research, auditing, administration, information, appraisal, advisory, valuation, consulting, tax and other professional services; vii. reverse breakup, termination and other similar fees; viii. directors and officers liability, errors and omissions liability, crime coverage and general partnership liability premiums and other insurance and regulatory expenses (and Investors should note that such insurance premiums are for the benefit of Tower Arch, the General Partner, and the Principals); ix. filing, title, transfer, registration and other similar fees and expenses; x. printing, communications, marketing and publicity; xi. the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedule K-1s, or any other administrative, compliance or regulatory filings or reports, or other information, including fees and costs of any third-party service providers and professionals related to the foregoing; xii. developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software or other administrative or reporting tools for the benefit of the Funds or Investors; xiii. any activities with respect to protecting the confidential or non-public nature of any information or data; xiv. activities or proceedings of the relevant Fund advisory committee; xv. any annual Investor meeting or other periodic, if any, meetings of Investors and any other conference or meeting with any Investor(s), in each case to the extent incurred by the relevant Fund, General Partner or any other affiliate of Tower Arch; xvi. fees or obligations relating to any alternative investment vehicle formed at the direction of a General Partner for legal, tax, regulatory, accounting or other reasons, or its activities, portfolio companies or actual or potential investments that would be a Fund expense if it were incurred in connection with a Fund, and any expenses incurred in connection with the formation, management, operation, termination, winding up and dissolution of any feeder vehicles related to a Fund to the extent not paid by the Investors investing in such entities; xvii. complying with any law or regulation related to the activities of the Funds (including regulatory expenses of the General Partners incurred in connection with the operation of the Funds and legal fees and expenses) and, up to an aggregate yearly amount, any costs, fees and expense of any third-party service providers and professionals related to the foregoing, including expenses related to maintaining Tower Arch’s status as a SEC- registered investment adviser, any related examination, and complying with the Investment Advisers Act of 1940 (“Advisers Act”), and any similar U.S. government or self-regulatory organization laws, rules or regulations that require Tower Arch or its affiliates to obtain or maintain a license, apply for, or otherwise rely upon, an exemption or otherwise be regulated in order to control or manage the affairs of the Funds (including expenses of any audit or exam, and expenses of any legal or other service providers maintained by the Tower Arch or its affiliates to advise it or perform services on behalf of it or the Funds and the costs of any compliance software, services or programs implemented by Tower Arch or its affiliates in connection with such matters); xviii. distributions to Investors and other expenses associated with the acquisition, holding and disposition of the Funds’ investments, including extraordinary expenses; xix. any placement fees as further described in Item 14.B. below; and xx. any other fees, costs, expenses, liabilities or obligations approved by a Fund’s advisory committee.

The above is just a general description and the expenses may vary from Fund to Fund and Investors are encouraged to refer to the applicable Fund Agreements.

We believe transparency is an important element of a strong relationship with our Investors. Although we provide detail regarding Fund expenses in the annual financial statements, to provide additional transparency, we have provided a summary of additional expenses below.

Allocation of Expenses

For purposes of paying expenses, each set of parallel Funds is treated as a single Fund; for example, the costs of the annual financial statement audits of the TAP I Funds are combined and shared pro rata by the Investors in both Funds. Moreover, Fund expenses are allocated according to the relative capital commitments of the applicable funds. If any Fund expenses are associated with two or more Funds, such expenses will typically be allocated according to the relative aggregate capital commitments of the applicable funds. If in the future where one or more Co-investment Vehicles invest alongside a Fund into a specific investment, direct costs pertaining to such investment will typically be allocated based on the relative share of invested capital in such investment of the Fund and the applicable Co-investment Vehicles.

Senior Advisors

Tower Arch may hire various third party consultants throughout the Funds’ investment processes, including advisors who are former senior executives with operating, entrepreneurial and/or investment experience as well as industry-specific knowledge (“Senior Advisors”). Senior Advisors play an important role in how we manage our portfolio and may assist with a variety of activities, including market research, new investment identification, pre-investment business diligence and post-investment value creation. Senior Advisors are not employees of Tower Arch but third parties who provide an important source of operating and strategic expertise across a wide spectrum of different fields within our focus sectors. Through our relationships, we may make our Senior Advisors available to Portfolio Companies. Senior Advisors are typically paid a consulting fee by Tower Arch, which in some cases may be allocated to one or more Portfolio Companies. Consulting fees may vary depending upon a number of variables, including expertise and time commitment. From time-to-time, these individuals may also co-invest in transactions in which they are involved under the same terms and conditions as the applicable fund. As a Senior Advisor becomes more ingrained with a Portfolio Company, he or she may take on a more active role, including, for example, taking a board seat and providing additional services directly to the Portfolio Company. In either case, the Senior Advisor may receive direct compensation from the Portfolio Company under terms agreed to by the Portfolio Company and the Senior Advisor. Any such compensation will not offset the management fee as described below.

Offset Management Fees

As noted above Tower Arch, its principals, the General Partners, or full-time, permanent employees receive fees related to Additional Services for Portfolio Companies or prospective portfolio companies, a portion of the fees, as detailed in the relevant Fund Agreement, will typically offset the management fees payable by the applicable Funds (unless the relevant Fund Agreement states). The specific percentage of these fees that are offset against the management fees is dependent upon, in part, the aggregate capital commitments of the applicable Fund, as well as the proportion of the equity ownership of the Fund in comparison to other equity owners of the specific portfolio company, and Investors should therefore refer to relevant governing documents for a complete understanding and calculation of the offset management fees applicable to that Fund. These fees, and the associated conflicts of interest they present, are further described in Item 11 below. It is important that Investors refer to the relevant governing documents for a complete understanding of expenses and fees they may pay through an investment in the Funds. The information contained herein is a summary only and is qualified in its entirety by such documents.

how a client may obtain a refund of a pre-paid fee if the advisory contract is terminated before
the end of the billing period. Explain how you will determine the amount of the refund.
As described in Item 5.B, management fees applicable to each Fund are paid quarterly in advance to Tower Arch pursuant to the applicable Fund Agreement.

or other investment products, including asset-based sales charges or service fees from the sale
of mutual funds, disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.
Not applicable to Tower Arch.

Access Persons an incentive to recommend investment products based on the compensation
received, rather than on a client’s needs. Describe generally how you address conflicts that
arise, including your procedures for disclosing the conflicts to clients. If you primarily
recommend mutual funds, disclose whether you will recommend “no-load” funds.
Not applicable to Tower Arch.
recommend through other brokers or agents that are not affiliated with you.
Not applicable to Tower Arch.
and other compensation for the sale of investment products you recommend to your clients,
including asset-based distribution fees from the sale of mutual funds, disclose that
commissions provide your primary or, if applicable, your exclusive compensation.
Not applicable to Tower Arch.
whether you reduce your advisory fees to offset the commissions or markups.
Not applicable to Tower Arch. please register to get more info

SIDE-BY-SIDE MANAGEMENT
If you or any of your Access Persons accepts performance-based fees – that is, fees based on a
share of capital gains on or capital appreciation of the assets of a client (such as a client that
is a hedge fund or other pooled investment vehicle) – disclose this fact. If you or any of your
Access Persons manage both accounts that are charged a performance-based fee and accounts
that are charged another type of fee, such as an hourly or flat fee or an asset-based fee,
disclose this fact. Explain the conflicts of interest that you or your Access Persons face by
managing these accounts at the same time, including that you or your Access Persons have an
incentive to favor accounts for which you or your Access Persons receive a performance-based
fee, and describe generally how you address these conflicts.

As described in Item 5.B. above, the General Partners receive performance-based compensation, also referred to as Carried Interest, from the Funds. In general, a Fund allocates 20-25% of its net profits to the applicable General Partner, subject to a preferred Fund return as described in the applicable Fund Agreement. As noted above, the General Partners have waived or reduced the Carried Interest for certain Investors.

The Funds pay different amounts of Carried Interest. The possibility that a General Partner may receive Carried Interest creates a potential conflict of interest in that it may create an incentive to make investments that are riskier or more speculative than in the absence of such performance- based distributions. In addition, the fact that the Funds pay different amounts of Carried Interest creates an actual conflict of interest that Tower Arch is incentivized to favor those Funds who pay higher amounts of Carried Interest. Further, the tax law which applies to the applicable General Partner’s Carried Interest may create an incentive for the applicable General Partner to cause a Fund to hold onto a capital asset (interest in a Portfolio Company) for longer than it otherwise would recommend to the applicable Fund than in the absence of such tax incentives.

Tower Arch mitigates the potential for conflicts of interest that have or may arise as a result of the Funds’ performance-based fees through adherence to the Fund Agreements which contain provisions regarding the allocation of investment opportunities among the Funds and to the investment strategy described in the Fund Agreements. Tower Arch allocates investment opportunities in a fair and equitable manner as detailed in the respective Fund Agreement. Tower Arch, to the extent within its control, will not favor itself, the General Partners or another affiliate to the detriment of a Fund and will act in a manner that it reasonably believes over the long term is fair and equitable to all Funds. Pursuant to the details in the respective Fund Agreement(s), the relevant Fund advisory committee(s) will be consulted regarding allocations when there is a perceived conflict of interest. The Funds’ investments are also regularly monitored for consistency with objectives, strategies, and target capacity. Please see Item 13 for more information regarding how Tower Arch reviews client accounts. please register to get more info

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements for
opening or maintaining an account, such as a minimum account size, disclose the
requirements.
Tower Arch provides investment advisory services to the Funds, described in Item 4, above. The Funds invest capital contributed to them by Investors that are accredited investors (as defined in Regulation D under the Securities Act of 1933) and qualified clients (as defined in Rule 205-3 of the Advisers Act). All Investors in TAP I (Q) and TAP II (Q) are also qualified purchasers (as defined in section 2(a)(51)(A) of the Investment Company Act of 1940). Any new Fund launched by Tower Arch may have different terms than those summarized above. please register to get more info

AND RISK OF LOSS
investment advice or managing assets. Explain that investing in securities involves risk of loss
that clients should be prepared to bear.
The following summarizes the methods of analysis and investment strategies used by Tower Arch in formulating investment advice.

The firm primarily focuses on providing the first institutional capital to founder and family-owned businesses located in the United States. The Funds’ investment transactions include buyouts, recapitalizations, and restructurings. The Funds provide investment capital through both equity and equity-linked securities, including preferred stock and common stock.

There can be no assurance that Tower Arch will achieve its investment objectives or that the investment strategies employed by Tower Arch and the Funds will be successful. Investing in securities involves a risk of loss the Investor should be prepared to bear.
material risks involved. If the method of analysis or strategy involves significant or unusual
risks, discuss these risks in detail. If your primary strategy involves frequent trading of
securities, explain how frequent trading can affect investment performance, particularly
through increased brokerage and other transaction costs and taxes.

An investment in the Funds involves a significant degree of risk. There can be no assurance that the Funds’ targeted rate of return or return on investment will be achieved or that there will be any return of capital. The environment for private equity investments is increasingly competitive and an Investor should only invest in the Funds if the Investor can withstand the liquidity constraints of an investment in the Funds and a total loss of its investment.

No guarantee or representation is made that the Funds’ investment programs will be successful. Please note that all references to Tower Arch in this Item 8 shall include the General Partner. The following are some of the additional material risks associated with an investment in the Funds:

No Assurance of Investment Return. Identifying and participating in attractive investment opportunities and assisting in the building of successful enterprises is difficult. The Funds cannot provide assurance that it will be able to choose, make and realize investments in any particular company or portfolio of companies. The Fund interests are not readily marketable and the Funds’ investments will be illiquid. As a result, there may be little or no near-term cash flow available to the Investors. Risk of Limited Number of Investments. The Funds may participate in a limited number of investments or make investments in a limited number of industries and, as a consequence, the aggregate return of the Funds may be substantially adversely affected by the unfavorable performance of any single investment or industry. Additionally, it is expected that the Funds will acquire a controlling interest in certain Portfolio Companies, which could further increase the vulnerability of the portfolio. A significant percentage of the aggregate amount of capital commitments to the Funds may be invested in any one investment at any one time.
Use of Leverage. The companies in which the Funds intend to invest typically will rely on the use of leverage, and to such extent the Funds’ ability to achieve attractive rates of return on investments will depend on their ability to access sufficient sources of indebtedness at attractive rates. Indebtedness may constitute a significant portion of a Portfolio Company’s total capitalization. Lower-Middle Market Companies. Investments in lower-middle market companies such as those that the Funds generally intend to invest in may entail larger risks than are customarily associated with investments in large companies. Lower-middle market companies may have more limited product lines, markets and financial resources, and may be dependent on a smaller management group and on additional financing. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. Further, there may be a more limited marketplace for the sale of interests in smaller, private companies, which may make realizations of gains more difficult.

Investments in Restructurings. The Funds may make investments in Portfolio Companies that are restructuring in order to address actual or anticipated severe financial difficulties, which may never be overcome. Such investments could, in certain circumstances, subject the Funds to certain additional potential liabilities, which may exceed the value of the Funds’ original investment.

Investments in Less Established Companies. The Funds may invest a portion of their assets in the securities of early stage companies. Investments in such early stage companies may involve greater risks than generally are associated with investments in more established companies.

Contingent Liabilities Upon Disposition. In connection with the disposition of an investment in a Portfolio Company, the Funds may be required to make representations about the business and financial affairs of the Portfolio Company typical of those made in connection with the sale of any business and may be responsible for the content of disclosure documents under applicable securities laws. The Funds may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be inaccurate. These arrangements may result in contingent liabilities, which shall be borne by the Funds. Furthermore, Investors that receive distributions from the Funds may be required to return a portion of such distributions to the extent necessary to satisfy such liabilities. Sole or Principal Outside Investor. With respect to most Portfolio Companies, the Funds expect to be the sole or principal outside investor. While such status may result in greater power to influence the management or direction of a Portfolio Company, and greater opportunities to make additional investments in a Portfolio Company, as compared to Portfolio Companies in respect of which the Funds are just one member of a group of significant outside investors, it also may result in increased risks Co-Investments. The Funds may acquire interests in certain Portfolio Companies in cooperation with others through co-investment arrangements. The Funds’ ability to exercise significant influence over management in these cooperative efforts will depend upon the nature of the co-investment arrangement. Such investments may, under certain circumstances, involve risks not otherwise present, including the possibility that the Funds’ co-investor may not be able to satisfy its financial obligations, that such co-investor might at any time have economic or business interests or goals that are inconsistent with those of the Funds, and that such co- investor may be in a position to take action contrary to the instructions or requests of the Fund or contrary to the Fund’s policies or objectives. In addition, such arrangements are likely to involve additional restrictions on the resale of the Funds’ interest in the Portfolio Company. Control-Person Liability. The Funds may have controlling interests in some Portfolio Companies. The exercise of such control may impose additional risks of liability. If these liabilities were to arise, the Fund might suffer a significant loss. Hedging Policies/Risks. In connection with the financing of certain investments, the Funds may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices and currency exchange. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while the Funds may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, or currency exchange rates may result in a poorer overall performance for each Fund than if it had not entered into such hedging transactions. Service on Boards of Directors, Material Non-Public Information, Etc. Individual members of the General Partner may serve as officers or directors of Portfolio Companies. In their capacity as officers or directors (or even simply by virtue of the Funds’ status as a significant shareholder of a Portfolio Company), such individuals may become subject to fiduciary or other duties which adversely affect the Fund. For example, the Fund may be unable to sell or otherwise dispose of portfolio securities if a member of the General Partner is in possession of material, non-public (i.e., “inside”) information relating to the issuer thereof. In general, if there is a conflict between the fiduciary duties of the General Partner or a member thereof to a Portfolio Company and such person's fiduciary duties to the Funds or the Investors, such person's fiduciary duties to the Portfolio Company will prevail. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the retail and manufacturing industries. To the extent that a Portfolio Company is subject to cyber-attack or other unauthorized access is gained to a Portfolio Company’s systems, such Portfolio Company may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or Portfolio Company financial information; (iii) Portfolio Company software, contact lists or other databases; (iv) Portfolio Company proprietary information or trade secrets; or (v) other items. In certain events, a Portfolio Company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject a Portfolio Company, or the relevant Fund, to substantial losses. In addition, in the event that such a cyber- attack or other unauthorized access is directed at Tower Arch or one of its service providers holding its financial or investor data, Tower Arch, its affiliates or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under Tower Arch’s policies. Public Health Risk. Certain countries have been susceptible to epidemics, such as severe acute respiratory syndrome, avian flu, H1N1/09 flu and most recently, the coronavirus. The outbreak of an infectious disease or any other serious public health concern, together with any resulting restrictions on travel or quarantines imposed, could have a negative impact on the economy, and business activity in any of the countries in which the Fund may invest and thereby adversely affect the performance of the Funds’ Investments. Investors and prospective Investors are provided with offering documents that contains a detailed description of the material risks related to an investment in the Funds, and are advised to carefully review all risk factors set forth in the relevant offering documents.
involved. If the type of security involves significant or unusual risks, discuss these risks in
detail.
See Above. please register to get more info

If there are legal or disciplinary events that are material to a client’s or prospective client’s
evaluation of your advisory business or the integrity of your management, disclose all
material facts regarding those events.
Items 9.A, 9.B, and 9.C list specific legal and disciplinary events presumed to be material for
this Item. If your advisory firm or a management person has been involved in one of these
events, you must disclose it under this Item for ten years following the date of the event, unless
(1) the event was resolved in your or the management person’s favor, or was reversed,
suspended or vacated, or (2) you have rebutted the presumption of materiality to determine
that the event is not material (see Note below). For purposes of calculating this ten-year
period, the “date” of an event is the date that the final order, judgment, or decree was entered,
or the date that any rights of appeal from preliminary orders, judgments or decrees lapsed.
Items 9.A, 9.B, and 9.C do not contain an exclusive list of material disciplinary events. If your
advisory firm or a management person has been involved in a legal or disciplinary event that
is not listed in Items 9.A, 9.B, or 9.C, but nonetheless is material to a client's or prospective
client's evaluation of your advisory business or the integrity of its management, you must
disclose the event. Similarly, even if more than ten years have passed since the date of the
event, you must disclose the event if it is so serious that it remains material to a client’s or
prospective client’s evaluation.
Tower Arch is required to disclose all material facts regarding any legal or disciplinary events that would be material to an investor’s evaluation of Tower Arch or the integrity of Tower Arch’s management. Tower Arch has no legal or disciplinary information to disclose at this time. please register to get more info

ACTIVITIES AND AFFILIATIONS
pending to register, as a broker-dealer or a registered representative of a broker-dealer,
disclose this fact.
Not applicable to Tower Arch.
pending to register, as a futures commission merchant, commodity pool operator, a
commodity trading advisor, or an associated person of the foregoing entities, disclose this
fact.
Not applicable to Tower Arch.
business or to your clients that you or any of your management persons have with any related
person listed below. Identify the related person and if the relationship or arrangement creates
a material conflict of interest with clients, describe the nature of the conflict and how you
address it.
1. broker-dealer, municipal securities dealer, or government securities dealer or
broker
2. investment company or other pooled investment vehicle (including a mutual fund,
closed-end investment company, unit investment trust, private investment
company or “hedge fund,” and offshore fund)
3. other investment adviser or financial planner
4. futures commission merchant, commodity pool operator, or commodity trading
advisor
5. banking or thrift institution
6. accountant or accounting firm
7. lawyer or law firm
8. insurance company or agency
9. pension consultant
10. real estate broker or dealer
11. sponsor or syndicator of limited partnerships
Tower Arch does not have any related persons listed in Item 10.C of the ADV Part 2A. Notwithstanding the prior sentence, Tower Arch is of the view that the following should be noted: 1. As noted in Item 4.A above, affiliates of Tower Arch serve as the General Partner of each of the Funds. Each of the General Partners is a related person of Tower Arch. Tower Arch, together with the General Partners, provides investment management and/or investment supervisory services. Each of the General Partners and Funds retain Tower Arch to provide investment management and advisory services. The General Partners retain management authority over the business and affairs of the Funds. As described in Item 6, the General Partners are entitled to receive performance-based fees from the Funds, which may in certain circumstances create a conflict of interest, as described in Item 6 above. 2. As described elsewhere in this Brochure, Tower Arch seeks to make significant investments in Portfolio Companies with board representation and customary shareholder rights. As such, Tower Arch’s management persons have management roles with Portfolio Companies. Certain of the Principals serve, and may in the future serve, on the board of directors of such Portfolio Companies. Please see Item 8 for a description of the related conflict of interest. Tower Arch has mitigated this conflict of interest through disclosure in the private placement memorandum and in this Brochure. 3. Certain of the Tower Arch Principals are engaged in outside business activities, some of which are investment related. While Tower Arch does not view these activities to create a conflict of interest, and while the Principals do not spend a significant portion of their time on such activities, Tower Arch has listed these activities in each Principal’s Form ADV Part 2B (the “Brochure Supplement”). The Brochure Supplement is available to any Investor upon request by contacting the Chief Compliance Officer.
receive compensation directly or indirectly from those advisers that creates a material
conflict of interest, or if you have other business relationships with those advisers that create
a material conflict of interest, describe these practices and discuss the material conflicts of
interest these practices create and how you address them.
Not applicable to Tower Arch. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
pursuant to SEC rule 204A-1 or similar state rules. Explain that you will provide a copy of
your code of ethics to any client or prospective client upon request.
Tower Arch’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 under the Advisers Act. The Code applies to Tower Arch’s “Access Persons.” Access Persons include any member, officer or director of Tower Arch and employee of Tower Arch who, in relation to the Funds: (1) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings; or (2) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. In addition, certain other individuals, such as temporary employees may also be deemed to be Access Persons by the Chief Compliance Officer.

The Code sets forth a standard of business conduct that takes into account Tower Arch’s status as a fiduciary to the Funds and requires Access Persons to place the interests of the Funds above their own interests and the interests of Tower Arch. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of Tower Arch’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter.

The Code also sets forth certain reporting and pre-clearance requirements with respect to personal securities trading by Access Persons. Access Persons must provide Tower Arch’s Chief Compliance Officer with a list of their personal securities accounts and an initial holdings report listing the holdings of such personal accounts within 10 days of becoming an Access Person. In addition, Tower Arch’s Access Persons must provide annual holdings reports and quarterly transaction reports detailing, respectively, the holdings and quarterly transactions in their personal accounts in accordance with Advisers Act Rule 204A-1.

The Code also describes Tower Arch’s duty to protect material non-public information about securities/investment recommendations provided to (or made on behalf of) advisory clients. Underlying these policies and procedures are two primary principles. First, confidential information must be maintained in confidence. Second, Access Persons who possess material non- public information about a public company must not trade in the public securities affected by such information, must not disclose such information to anyone who does not have a legitimate need to know it and must immediately disclose such information to the Chief Compliance Officer.

Investors or prospective Investors may obtain a copy of the Code by contacting the Chief Compliance Officer of Tower Arch at [email protected].
securities in which you or a related person has a material financial interest, describe your
practice and discuss the conflicts of interest it presents. Describe generally how you address
conflicts that arise.
As explained in Item 10.C above, the General Partners, which are owned in part by the Principals, and are related persons of Tower Arch, serve as the general partners to the Funds. The General Partners also commit capital to the Funds, and as a result every investment made by a Fund involves a purchase of securities whereby related persons of Tower Arch acquire an indirect interest in such securities. Tower Arch’s Principals and Access Persons also maintain investments directly in certain of the Funds. The fact that Tower Arch’s Principals, General Partners, and Access Persons have financial interests in the Funds could create a potential conflict in that it could cause Tower Arch to make different investment decisions than if such parties did not have such financial ownership interests. However, Tower Arch believes that these financial interests align Tower Arch’s and the General Partners’ incentives with Investors. As described in Item 5 above, in certain cases Tower Arch or an affiliate, may receive certain directors’ or consulting fees, advisory fees, transaction fees, break-up fees or other similar fees in connection with the Funds’ investments in Portfolio Companies. Payment of such fees may create a conflict of interest because it could create an incentive for Tower Arch, or an affiliate, to cause a Fund to invest its capital in a company that will pay such a fee. To mitigate such conflict, a portion of such fees are offset against management fees otherwise payable to Tower Arch by Funds that hold an investment in such Portfolio Companies pursuant to the applicable Fund Agreement. Please also refer to Item 5 above.

As noted in Item 6 above, performance-based compensation, also referred to as Carried Interest, may create an incentive for Tower Arch or the General Partners to make investments that are riskier or more speculative than in the absence of such performance-based compensation.

Tower Arch, or an affiliate, may offer the opportunity to co-invest in one or more Portfolio Companies of any Fund to private Investors. However, participation in co-investment opportunities either directly or through participation in a co-investment vehicle may not be offered to all Investors. To the extent such opportunities are offered it will be in compliance with the applicable Fund Agreements.

Tower Arch seeks to address the above conflicts through regular monitoring of the Funds’ portfolios for consistency with objectives, strategies, and target capacity. Further, the Principals carefully consider the risks involved in any investments and Tower Arch provides extensive disclosure to Investors regarding the potential risks that come with an investment with Tower Arch. As stated in Item 11.A, the Code provides guidelines for identifying and addressing conflicts of interest and requires Access Persons to place the interests of the Funds over their own or those of Tower Arch, and all Access Persons are required to acknowledge their receipt and understanding of the Code.

In addition, each of the Funds has an advisory committee comprised of certain Investors in the respective Fund. The advisory committees advise and counsel Tower Arch and the General Partner on issues relating to conflicts of interest and, as described in the Fund Agreements, in certain cases, advisory committee approval will be required for investments that may be deemed to create a conflict of interest.
warrants, options or futures) that you or a related person recommends to clients, describe
your practice and discuss the conflicts of interest this presents and generally how you address
the conflicts that arise in connection with personal trading.
Tower Arch’s Access Persons are permitted to make certain securities transactions in their personal accounts. However, Access Persons are prohibited from investing in Portfolio Companies outside of their indirect interest through a Fund or General Partner. Tower Arch does not intend that the Funds will participate in “principal transactions” or agency cross trades. Cross trades between the Funds may occur but Tower Arch does not plan on doing so on a regular basis. Any cross trades will be reviewed to ensure all participating Funds are equitably and fairly treated and that only such trade is done in accordance with the Fund Agreement. Tower Arch enforces the foregoing policy and manages the potential conflicts of interest inherent in Access Person personal trading by enforcement of its Code, which contains pre-clearance and reporting guidelines for Access Persons. Tower Arch requires that Access Person’s transactions in certain “reportable securities” (as defined in Section 202(a)(18) of the Advisers Act) be pre-cleared with the Chief Compliance Officer. Further details are available in the Code which is available to Investors upon request.

Tower Arch maintains a “Restricted List” with the names of issuers of public securities about which Tower Arch or its affiliates (including Access Persons) have material, non-public information. Access Persons are prohibited from trading securities on the Restricted List.

In addition, Tower Arch receives transaction and holdings reports in accordance with Advisers Act Rule 204A-1. The Chief Compliance Officer reviews Access Persons’ personal transaction and holdings reports to make sure each Access Person is conducting his or her personal securities transactions in a manner that is consistent with the Code.
for client accounts, at or about the same time that you or a related person buys or sells the
same securities for your own (or the related person's own) account, describe your practice and
discuss the conflicts of interest it presents. Describe generally how you address conflicts that
arise.
Please refer to responses to Items 11.A, 11.B, and 11.C. please register to get more info

dealers for client transactions and determining the reasonableness of their compensation (e.g.,
commissions).
1. Research and Other Soft Dollar Benefits. If you receive research or other products
or services other than execution from a broker-dealer or a third party in
connection with client securities transactions (“soft dollar benefits”), disclose your
practices and discuss the conflicts of interest they create.
Tower Arch causes the Funds to invest in private transactions that are not executed on an exchange and thus Tower Arch generally does not utilize public securities brokers. Notwithstanding the above, in the future, Tower Arch may utilize brokers and investment banks in connection with the purchase and sale of Portfolio Companies.

In the event that Tower Arch’s business were to evolve such that the Funds were to regularly execute transactions through a broker-dealer, then Tower Arch would adopt policies and procedures reflective of its duty to execute trades in publicly-traded securities in a manner designed to seek best execution. To the extent Tower Arch does utilize brokers in the future, Tower Arch need not solicit competitive bids and would not have an obligation to seek the lowest available commission or other transaction cost.

Tower Arch does not utilize “soft dollars.”
broker-dealers, whether you or a related person receives client referrals from a broker-dealer
or third party, disclose this practice and discuss the conflicts of interest it creates.
a. Disclose that you may have an incentive to select or recommend a broker-dealer
based on your interest in receiving client referrals, rather than on your clients’
interest in receiving most favorable execution.
b. Explain the procedures you used during your last fiscal year to direct client
transactions to a particular broker-dealer in return for client referrals. As a general matter, Tower Arch invests in private transactions that are not executed on an exchange and does not utilize brokers. But please see Item 12.A.1 above.
a. If you routinely recommend, request or require that a client direct you to execute
transactions through a specified broker-dealer, describe your practice or policy.
Explain that not all advisers require their clients to direct brokerage. If you and
the broker-dealer are affiliates or have another economic relationship that
creates a material conflict of interest, describe the relationship and discuss the
conflicts of interest it presents. Explain that by directing brokerage you may be
unable to achieve most favorable execution of client transactions, and that this
practice may cost clients more money.
b. If you permit a client to direct brokerage, describe your practice. If applicable,
explain that you may be unable to achieve most favorable execution of client
transactions. Explain that directing brokerage may cost clients more money. For
example, in a directed brokerage account, the client may pay higher brokerage
commissions because you may not be able to aggregate orders to reduce
transaction costs, or the client may receive less favorable prices.
Not applicable to Tower Arch.
securities for various client accounts. If you do not aggregate orders when you have the
opportunity to do so, explain your practice and describe the costs to clients of not aggregating.
Upon determination to buy or sell the same Portfolio Company security on behalf of more than one Fund (based upon the investment mandates and available capital of such Funds, such as parallel Funds), Tower Arch will generally aggregate investments. The private company securities which are the primary investments by the Funds are generally purchased in private transactions, and thus a purchase or sale transaction by multiple Funds will generally be consummated simultaneously. However, there could be circumstances in which the liquidity, partnership terms or other considerations require the purchase or sale of Portfolio company securities by Funds at different times. In such cases, Tower Arch will seek to act in a fair and equitable manner with regard to all participating Funds and to take into account the investment objectives and results of each Fund. Notwithstanding the foregoing, the purchase or sale of Portfolio Company securities by different Funds at different times could result in increased transaction costs and different investment results for such Funds and their Investors. Tower Arch recognizes that, as a fiduciary, it has a duty to allocate investment opportunities among its advisory clients in a fair and equitable manner. The parallel Funds have overlapping investment programs and may participate in the same investments. If Tower Arch determines that it would be appropriate for more than one Fund to participate in an investment opportunity, Tower Arch will seek to allocate the investment opportunity to all of the participating Funds on a fair and equitable basis. Please see Item 6 for more information on how Tower Arch controls for conflicts of interest when making investment allocation decisions. please register to get more info

do, describe the frequency and nature of the review, and the titles of the Access Persons who
conduct the review.
Tower Arch’s client accounts are under periodic review by the Principals or other investment professionals of Tower Arch. Such reviews include a review of investment policy, the suitability of the investments used to meet policy objectives, and investment objectives.
that trigger a review
Not applicable to Tower Arch.

clients regarding their accounts. State whether these reports are written. Investors in the Funds generally receive quarterly reports after the close of each of the first three calendar quarters, which include quarterly unaudited financial statements of the Fund, a summary of acquisitions and dispositions of the investments of the Funds and a list of investments then held. On a semi and annual basis, the Investors will also receive an update memo for each portfolio investment. Annually, Investors will receive an annual financial report audited by an independent public accountant, information regarding the relevant Fund necessary for the completion of each Investor’s tax return, and a list of investments then held by the relevant Fund please register to get more info

investment advice or other advisory services to your clients, generally describe the
arrangement, explain the conflicts of interest, and describe how you address the conflicts of
interest. For purposes of this Item, economic benefits include any sales awards or other prizes.
Not applicable to Tower Arch.
your Access Person for client referrals, describe the arrangement and the compensation.
Certain of the Funds compensate third parties for introducing Investors to the Funds. Pursuant to such arrangements among the applicable Fund, Tower Arch and the third party placement agent, the Fund pays such placement agent an investor service fee generally based on capital commitment of the Investor introduced to the Fund by the placement agent. The management fees or performance fees/allocations to be charged to an Investor introduced by a placement agent will not reflect any differential over rates Tower Arch charges to other Investors not introduced by a placement agent that are invested in the same Fund. please register to get more info

If you have custody of client funds or securities and a qualified custodian sends quarterly, or
more frequent, account statements directly to your clients, explain that clients will receive
account statements from the broker-dealer, bank or other qualified custodian and that clients
should carefully review those statements. If your clients also receive account statements from
you, your explanation must include a statement urging clients to compare the account
statements they receive from the qualified custodian with those they receive from you.
Pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), Tower Arch is deemed to have custody of the assets held by the Funds because affiliates of Tower Arch serve as the general partners or managing members of the Funds.

To ensure compliance with the Custody Rule, Tower Arch ensures that the Funds are subject to an annual audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”) and that the audited financial statements of each Fund will be prepared in accordance with generally accepted accounting principles and distributed to Investors within 120 days of the end of each Fund’s fiscal year. Investors should carefully review the audited financial statements of the Funds upon receipt, and should compare these statements to any account information provided by Tower Arch.

As Tower Arch’s investment program primarily involves investments in privately offered securities, Tower Arch generally will be exempt from the requirement that securities be maintained with a “qualified custodian.” Tower Arch anticipates that many of its investments will involve securities that are (i) acquired from the issuer in a transaction or chain of transactions not involving any public offering; (ii) uncertificated, and ownership thereof is recorded only on the books of the issuer or its transfer agent in the name of the client; and (iii) transferable only with prior consent of the issuer or holders of the issuer’s outstanding securities. To the extent that Tower Arch holds any publicly traded securities or securities which are otherwise ineligible for an exemption from qualified custodian requirement of the Custody Rule, Tower Arch will maintain such securities with a qualified custodian in an account in the name of the Fund or in accounts that contain only funds and securities owned by the Funds, under Tower Arch’s name as agent or trustee for the Funds. please register to get more info

If you accept discretionary authority to manage securities accounts on behalf of clients,
disclose this fact and describe any limitations clients may (or customarily do) place on this
authority. Describe the procedures you follow before you assume this authority (e.g.,
execution of a power of attorney).
Tower Arch has discretionary authority to manage securities accounts on behalf of its clients. Tower Arch is authorized to make transaction recommendations for the Funds. As explained in Item 4.C above, each Fund’s investment strategy is set forth in detail in such Fund’s offering documents and Fund Agreement. Investors do not have the ability to impose limitations on Tower Arch’s discretionary authority. Investors must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Such subscription agreement also includes a limited power of attorney. please register to get more info

voting policies and procedures, including those adopted pursuant to SEC rule 206(4)-6.
Describe whether (and, if so, how) your clients can direct your vote in a particular solicitation.
Describe how you address conflicts of interest between you and your clients with respect to
voting their securities. Describe how clients may obtain information from you about how you
voted their securities. Explain to clients that they may obtain a copy of your proxy voting
policies and procedures upon request.
Tower Arch understands and appreciates the importance of proxy voting. Tower Arch has adopted proxy voting policies and procedures that are designed to ensure that when Tower Arch or a General Partner votes a proxy with respect to securities held on behalf of Funds, such proxies are voted in the Funds’ best interests, in the judgment of Tower Arch to the extent reasonably practicable. The procedures also require that Tower Arch identify and address conflicts of interest. If a material conflict of interest is identified, Tower Arch will determine whether voting in accordance with the guidelines set forth in the procedures is in the best interests of its Funds or whether taking some other action may be more appropriate. It should be noted that given Tower Arch’s business focuses on investing in private companies, it is anticipated that it will be extremely rare that Tower Arch will receive proxies with respect to securities held on behalf of Funds. However, there are situations where private companies could have proxy issues (e.g. a private company needs approval of investors to make changes to board of directors, auditors, etc.). In such situations, Tower Arch or a General Partner would have authority to vote proxies on behalf of Funds. In such cases, each proxy voting proposal received by a Fund is thoroughly reviewed in order to ensure that each such vote is voted in the best interests of the Fund holding the applicable securities. If a material conflict is identified, Tower Arch will determine what course of action is in the best interests of the affected Investors (which may include utilizing an independent third party to vote such proxies). Further, Tower Arch will determine whether it is appropriate to disclose the conflict to affected Investors and give such Investors the opportunity to vote the proxies in question themselves.

The Chief Compliance Officer or his designee delivers proxies in accordance with instructions related to such proxy. Tower Arch keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received and internal documents created that were material to voting decisions and each client request for proxy voting records and Tower Arch’s response for the previous five years.

Investors generally do not have the ability to direct proxy votes. Investors may obtain additional information regarding how Tower Arch voted proxies and may obtain a copy of Tower Arch’s proxy voting policies and procedures by contacting the Chief Compliance Officer.
whether clients will receive their proxies or other solicitations directly from their custodian
or a transfer agent or from you, and discuss whether (and, if so, how) clients can contact you
with questions about a particular solicitation.
Not applicable to Tower Arch. please register to get more info

months or more in advance, include a balance sheet for your most recent fiscal year.
1. The balance sheet must be prepared in accordance with generally accepted
accounting principles, audited by an independent public accountant, and
accompanied by a note stating the principles used to prepare it, the basis of
securities included, and any other explanations required for clarity.
2. Show parenthetically the market or fair value of securities included at cost.
3. Qualifications of the independent public accountant and any accompanying
independent public accountant’s report must conform to Article 2 of SEC
Regulation S-X.
Tower Arch and its affiliates do not require or solicit prepayment of advisory fees six months in advance.
require or solicit prepayment of more than $1,200 in fees per client, six months or more in
advance, disclose any financial condition that is reasonably likely to impair your ability to
meet contractual commitments to clients.
Tower Arch is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Funds or Investors.
ten years, disclose this fact, the date the petition was first brought, and the current status.
Tower Arch has not been the subject of any such bankruptcy petition. please register to get more info