Advisory Business
Introduction to ARK
ARK Capital Advisors LLC (together with its affiliates, other than WeCo or Rhône (each as defined below), “ARK”) is a majority-owned subsidiary of The We Company and its controlled affiliates (collectively, and other than Rhône, ARK, and the investment vehicles sponsored, co-sponsored, managed, or co-managed by ARK, “WeCo”), a global platform that provides space, services and community to businesses and individuals around the world. ARK is also owned in part by Rhône Group L.L.C. and its affiliates (other than ARK) (“Rhône” and, together with WeCo, the “Sponsor Group”), a global alternative asset management firm with assets under management across its private equity and real estate platforms. WeWork Property Advisors LLC (“WPA”) was founded in March 2017. In August 2019, ARK Capital Management LLC, the manager for WeCo’s recently launched global real estate acquisition and management platform, combined with the Sponsor Group’s separate existing real estate investment platform managed by WPA (the “ARK/WPI combination”). WPA was renamed ARK Capital Advisors LLC as part of the ARK/WPI combination. As a result of such ARK/WPI combination, all of the real estate acquisition and management activities of WeCo have been combined into a single platform comprising multiple real estate acquisition vehicles managed by ARK. ARK represents a separate business from WeCo’s other operations, housed in separate corporate vehicles, overseen by a separate management committee and separate senior management, and supported by separate dedicated personnel. ARK is led by seasoned investment professionals with extensive experience in conducting real estate and other investment activities on behalf of third-party institutional investors. ARK’s leadership group is supported by a dedicated group of experienced real estate professionals with diverse expertise across real estate acquisition, development, and management. Although WeCo owns a majority of the economic and voting power of ARK and has the right to designate a majority of the management committee of ARK (in each case distinct from arrangements in respect of ARK-managed investment vehicles discussed elsewhere in this Brochure), certain significant matters, including the entry by ARK, or, unless contemplated by their respective governing documents (discussed elsewhere), ARK- managed investment vehicles, into agreements or arrangements with WeCo, will also require the consent of the members of ARK’s management committee appointed by Rhône.
Overview of ARK’s Advisory Business
ARK provides investment advisory services to private funds and accounts (each, a “Fund” and collectively, the “Funds”) both directly and through investment advisory affiliates under its supervision and control. ARK’s purpose is to advise and provide services to these Funds (which may be structured as closed-ended or open-ended commingled funds) and joint ventures with strategic partners and/or acquisitions of real estate investment trusts, operating companies, and other large portfolios in connection with acquisitions of real estate assets by these vehicles. These vehicles, including the Funds, generally seek to acquire, develop, and manage real estate assets in global gateway cities and high-growth secondary markets that will benefit from WeCo’s occupancy, as described in greater detail below. Advisory services are tailored to the specified investment mandates of each Fund as set forth in the applicable Fund’s private placement or confidential offering memorandum, subscription materials and/or constituent documents, in each case (and for all purposes in this Brochure), as amended or supplemented from time to time (the “Fund Documents”). Investment advice is not provided to the individual limited partners or investors of any Fund. The Funds are also managed by general partner entities which are affiliates of ARK (the “GP Entities” and, each, a “GP Entity”). Please see Item 10 — “Other Financial Industry Activities and Affiliations — General Partners of Funds” for additional information on the GP Entities. ARK, on behalf of the Funds, seeks to invest on a global basis primarily in real estate and real estate related assets and, to a lesser extent, in other types of privately negotiated equity and equity-like or debt investments. ARK seeks investment opportunities in real estate assets for acquisition, development and management and properties with current or expected vacancies that would be suitable for, and that are expected to benefit from, WeCo’s occupancy or involvement in the investments. As of June 30, 2019, ARK had total regulatory assets under management (including uncalled capital commitments) of approximately $1,796,726,000, approximately $1,491,942,000 of which was managed on a discretionary basis and approximately $304,784,000 of which was managed on a non-discretionary basis. The foregoing has been calculated in accordance with the method required for Item 5.F in Part 1A of Form ADV and therefore does not include amounts not required to be included by that method. Please note that this summary and other summaries of ARK’s methods of analysis, investment strategies, and risk of loss, including as set out in Item 8, should not be interpreted to limit in any way ARK’s or the Funds’ investment activities. Nothing in this Brochure constitutes a guarantee, projection, or prediction of future activities, events, results, or performance, and prior activities, events, results, or performance are not necessarily indicative of future activities, events, results, or performance, in part because a broad range of risk factors and uncertainties can cause ARK and/or the Funds to fail to meet its or their investment objectives and there can therefore be no assurance that any such party will achieve any such objectives.
ARK’s Dedicated Personnel
Together ARK’s dedicated personnel are solely responsible for management of the business and affairs of ARK, including the investment, operational, management, and other activities of ARK-managed investment vehicles and ordinary-course day-to-day investment, portfolio monitoring, and asset management business of ARK in respect of the investments managed by ARK. ARK personnel report to ARK’s Managing Partner, who is a member of ARK’s management committee and has broad power and authority to carry on, and take all decisions relating to, the business and operations of ARK. While WeCo is a shareholder in ARK with certain information-reporting and general oversight rights, and will have the right to designate a majority of the management committee of ARK, in general WeCo and its senior management and personnel are not directly involved in the day-to-day business and operations of ARK, and in any event WeCo personnel responsible for executing the business and affairs of WeCo’s other operating businesses, including WeCo’s leasing and building-level operations business, have no direct involvement in decisions relating to the business and operations of ARK. ARK personnel will also be eligible to receive allocations of any net carried interest amounts received in respect of ARK-managed investment vehicles. These carried interest allocations will represent an important component of ARK’s compensation program and a material component of ARK personnel’s total compensation. Individual ARK personnel (and ARK overall) will therefore be strongly aligned with the performance of ARK-managed investment vehicles, including the Funds, because their carried interest allocations will only have value to the extent the investments those allocations relate to perform well.
Investment and Co-Investment Activities
ARK, either directly or through investments by entities affiliated with members of the Sponsor Group, commits and maintains a minimum amount of capital to the Funds. To promote alignment of interests of the investors in the Funds with the persons who select and manage those investments, employees and similar persons of ARK and the Sponsor Group will generally be permitted to directly invest in the Funds or, subject to certain restrictions, co-invest in the investment opportunities of the Funds. In many cases, employees may be allocated a portion of an investment opportunity that, in the absence of such employment investment, would be allocated to the Funds. Investments in or alongside the Funds by the Sponsor Group and their respective employees and similar persons and certain other persons identified by ARK are typically not subject to management fees and incentive allocation as described under Item 5 — “Fees and Compensation”. Where appropriate in the circumstances, ARK will allow strategic partners or other firms as well as certain strategic advisors, consultants, senior advisors and other similar professionals to invest alongside the Funds on a transaction-by-transaction basis. The allocation of such co-investment opportunities is entirely discretionary subject to ARK’s allocation and co-investment policies and good faith exercise of its duties to investors. ARK will take into account various facts and circumstances deemed relevant by ARK in allocating co-investment opportunities, including any benefit to the Funds of having the co-investor actively involved in any investment opportunity after it is made, whether ARK believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the Funds, client or arrangement, the post-closing needs of the relevant transaction and other considerations deemed relevant by ARK in good faith. ARK has in the past organized, and may again in the future organize, one or more vehicles to invest in certain of the Funds or to co-invest alongside other Funds to facilitate investments by such persons or firms and by partners, managers, members, officers and employees and their related parties and associates of ARK or of control entities. As described in Item 5 — “Fees and Compensation” below, these organizational and other expenses will generally be borne by the relevant investment or co-investment vehicle, but may also be a Fund expense in certain circumstances. Such co-investments typically involve the acquisition and disposal of interests in the applicable investment opportunity at the same time and on the same terms as the Funds making the investment. However, from time to time, for strategic and other reasons, a co- investor or co-invest vehicle may purchase (i) a class of security or interest in an investment opportunity that is different from what is held by the Funds or (ii) a portion of an investment from one or more Funds after such Funds have consummated their investment in the opportunity (also known as a post-closing sell-down or transfer), in each case, subject to any terms, conditions or restrictions set forth in the applicable Fund Documents. Any such purchase of interests in an investment opportunity directly or indirectly from a Fund by a co-investor or co-invest vehicle is generally expected to occur simultaneously with, or shortly after, such Fund’s completion of the investment to avoid any changes in valuation of the investment. ARK’s policies with respect to allocation of co-investment opportunities as well as allocation to strategic partners, other firms, advisors, consultants, senior advisors and other similar professionals, is discussed further in Item 6, under “Funds Co-Investing with Third Parties”. Limited partnership (or equivalent) interests in the Funds will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Funds will not be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests, units or shares, as may be applicable, in the Funds will be offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements and, in all instances, pursuant to the relevant Fund Documents. please register to get more info

Fees and Compensation
Management Fees and Incentive Allocations
ARK is compensated by the Funds for its advisory services through the receipt of management fees, as well as a share of profits that exceed an annualized internal rate of return as set forth in the Funds’ subscription materials and constituent documentation (referred to herein as an “incentive allocation”), as described in more detail below. The specific payment terms (including whether the client is billed or fees are automatically deducted) and other conditions of the management fees and other compensation as well as incentive allocations available to ARK or a GP Entity are set forth in the relevant Fund Documents. In the case of certain Funds, ARK or the applicable GP Entity has the unilateral discretion to waive or modify the application of certain provisions of the constituent documents of such Fund by entering into side letters or otherwise with respect to an investor in such Fund (typically those related to management fees as well as incentive allocations) without obtaining the consent of any other investor in such Funds. Managing directors, principals, employees and senior advisors of ARK and its affiliates, as well as for family members, certain managers affiliated with investments, and other persons with a current or historical relationship with ARK or one of its affiliates, as determined by such GP Entity, are generally not expected to pay any management fees or incentive allocations in respect of their investments in and/or alongside the Funds.
• Incentive allocations. Unless otherwise set forth in Fund Documents of the relevant Fund, each affiliate of ARK that serves as a GP Entity of a Fund (or one or more of its affiliates) is entitled to receive an incentive allocation from such Fund. The incentive allocation for each Fund is determined with reference to one or more annualized internal rates of return to investors in the Fund and is paid to the relevant GP Entity out of profits above a hurdle amount received by the investors. Incentive allocations in respect of certain Funds include customary “general partner catch-up” provisions (where the GP Entity receives a specified priority distribution after investors have received the specified hurdle amount) or customary tiered incentive allocation profit- shares based on increasing tiers of annualized internal rates of return to investors.
• Management fees. Unless otherwise set forth in Fund Documents of the relevant Fund, each limited partner will typically bear a quarterly management fee in an amount equal to a specified percentage of such limited partner’s unfunded capital commitment to such Fund (typically at least 1% per annum during the commitment period) and a specified percentage of such limited partner’s proportionate share of such Fund’s net asset value, invested capital, or other similar metric (typically 1% to 1.5% per annum, which percentage may depend on the amount of the investor’s capital commitment, the Fund’s aggregate capital commitments, or other method of determination). Management fees are generally payable during the term of a particular Fund, including, for the avoidance of doubt, the period of winding up such Fund. ARK has in the past and in future may, in its sole discretion, elect to waive all or a portion of the management fee with respect to a limited partner’s interests in any of the Funds. If applicable, limited partners will be refunded any pre-paid management fee in accordance with the Fund Documents. In addition, Funds in the future may have management fees that exceed typical amounts as such fees may be negotiated with applicable limited partners. To the extent any GP Entity uses a Placement Agent (defined below) with respect to a limited partner’s purchase of interests in any of the Funds, the management fee charged to such limited partner will generally be reduced on a dollar-for-dollar basis by the amount of any such placement fees or sales charges advanced by the Funds (but in no event shall the management fees be reduced below zero). In addition, the management fee will generally be offset by the organizational expenses of a Fund, but only to the extent such expenses exceed a certain amount as provided by the terms of each Fund’s applicable constituent documents.
Transaction and Property-Level Services Fees
In certain limited circumstances, ARK expects to receive certain customary fees in connection with the Funds’ portfolio investments. In such cases, ARK expects to receive a fee in connection with specified material events occurring in connection with a portfolio investment, including an acquisition, disposition, or a refinancing, but for the avoidance of doubt, excludes any fees paid with respect to property-level services described below (a “Transaction Fee”). If provided for in the governing agreements of the relevant Fund, the management fee will generally be reduced by an amount that is equal to a limited partners’ proportionate share – which is based on the interests of all such limited partners with respect to each investment to which such fees relate – of 100% of the applicable Fund’s share (prorated with all other investors in the applicable investment) of all Transaction Fees received with respect to an investment during the period in which the applicable Fund holds such investment (or with respect to a proposed and unconsummated investment) (net of out-of-pocket expenses (including broken deal expenses) incurred by the ARK, the applicable GP Entity or any of their affiliates in connection with the transactions out of which such Transaction Fees arose, including value-added, sales or similar taxes applicable to such fees). ARK anticipates that WeCo will and other members of the Sponsor Group may enter into contracts with the Funds’ properties to provide certain property-level services that would otherwise be provided to such properties by a third party from time to time. Pursuant to such contracts, the applicable member of the Sponsor Group may receive fees for one or more such services and such fees will not be shared with the Funds and will not offset management fees payable by investors in any Fund in any respect. The services that such parties may provide include, without limitation: asset management, property management, management of construction and development, leasing management, multifamily residential sales, foreclosure-related services, special servicing, purchasing services, brokerage services, and other similar or related property-level services. Fees for property- level services will be at rates that are no less favorable to such property than could be obtained from an unaffiliated asset-level service provider providing comparable services, as determined in good faith by ARK and in accordance with any applicable procedures set out in the governing agreements of any Fund. ARK will provide the limited partner advisory committee or similar body with disclosure on an annual basis of all fees for property-level services paid to an affiliate of ARK (including any member of the Sponsor Group) as and to the extent required by those governing agreements. The receipt of such compensation generally can give rise to potential conflicts of interest between the Funds, on the one hand, and ARK and/or any such affiliate, on the other hand.
Fees and Compensation from Co-Investments; Treatment of Broken Deal
Expenses
As a general matter, ARK and any of its affiliates may charge management and other fees to, or receive an incentive allocation from, any co-investors; however, ARK and its affiliates may elect not to charge or receive any such amounts in connection with such co- investment opportunities. In addition, as is the case with respect to its Funds, in certain limited circumstances, ARK expects to receive certain customary fees in connection with transactions and other services performed as a result of co-investments made in portfolio companies of the Funds. The receipt of such fees attributable to the participation in an investment by a co- investment will not reduce any management fees payable by any Fund that also holds an interest in such investment, and as a result, a Fund will, in most cases, only benefit (if at all) with respect to its allocable portion of any such fee and not the portion of any fee that relates to such co-investors. As noted in Item 4 above, ARK and/or its affiliates are expected to permit certain investors to co-invest in investments alongside one or more Funds. If a co-investment vehicle is formed, such entity will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction, ultimately is not consummated, any broken deal expenses relating to such unconsummated transaction will generally be borne by the Fund(s), and not by any prospective co-investors that were to have participated in such transaction, unless otherwise provided in the relevant Fund Documents and/or constituent documents of the relevant co-investment vehicle. Broken deal expenses can include, for example, reverse termination fees; any deposits or down payments of cash or other property which are forfeited, all fees (including commitment fees), costs and expenses of lenders, investment banks and other financing sources that become payable in connection with a proposed investment that is not ultimately made; legal, accounting, advisory and consulting fees and expenses; travel and related expenses; broker or other deal sourcing fees and expenses (including retainers or similar fees and advancement of expenses); printing expenses and other transaction expenses; extraordinary expenses such as litigation costs and judgments; and legal, diligence and other customary transaction expenses and other expenses.
Other Expenses
In addition to the fees described above, investors in a Fund generally bear all expenses related to the organization and operation of such Fund (to the extent not reimbursed by a person in which a Fund holds an investment or through which it contemplates acquiring a potential investment), but typically excluding normal operating overhead expenses of ARK (including salary and other direct employee costs, rent and other expenses incurred in maintaining ARK’s place of business, and other general and administrative expenses associated with ARK’s normal operations). Fund expenses include, but are not limited to, the following:
• any taxes imposed on or payable by a Fund, all expenses incurred in connection with any tax audit, investigation, settlement or review of a Fund, costs of obtaining non- U.S. tax receipts, and all out-of-pocket fees, costs and expenses, if any, incurred in connection with a Fund’s legal, tax and regulatory compliance with any U.S. federal, state, local, non-U.S. or other law or regulation (including REIT qualification and compliance), and any expenses associated with Anti-Money Laundering regulations (“AML”);
• fees and expenses (including indemnification costs and expenses) for or relating to attorneys, accountants, advisers, consultants, Fund administrators and custodians, data providers (including related systems and services from such data providers and data management software, as well as any information technology and other technology incorporated into the cost of obtaining such data), property managers and other professional and service providers in each case in respect of the Fund and Fund investments;
• valuation costs (including expenses incurred in connection with services performed by the Funds’ valuation advisor);
• expenses incurred from time to time in connection with admissions of new investors and redemptions or other liquidity mechanisms;
• expenses relating to compliance-related matters and regulatory filings relating to a Fund’s activities (including, without limitation, expenses relating to the preparation and filing of Form PF, FATCA, CRS, reports to be filed with the U.S. Commodity Futures Trading Commission, reports, disclosures, filings and notifications prepared in accordance with the AIFM Directive, and other offering and solicitation regulatory regimes and Regulation D under the Securities Act and/or specific portfolio investments (such as Schedules 13D and 13G and HSR notice), or other regulatory filings of ARK and its affiliates relating to a Fund’s activities);
• expenses and fees charged or specifically attributed or allocated by ARK or its affiliates to provide administrative and accounting services to a Fund, and expenses, fees, charges or related costs incurred by a Fund, ARK or its affiliates in connection with the provision of such services to such Fund (including, for greater clarification, allocable compensation of employees of the Sponsor Group who provide any such administrative or accounting services);
• the cost of borrowings, guarantees and other financing (including interest, fees and related legal expenses) and the cost and expenses of any lenders, investment banks and financing sources; fees, costs and expenses related to the organization or maintenance of any intermediate entity;
• expenses associated with a Fund’s compliance with applicable laws and regulations, and expenses associated with auditing, research, information, communication, reporting (including any limited partner annual information sessions or meetings) and technology;
• expenses of the limited partner advisory committee or similar body, including costs and expenses in respect of engaging any outside advisors thereto, expenses of any third-party advisory committees or similar bodies of a Fund;
• other expenses associated with the identifying, investigating, acquisition, holding, monitoring and disposition of investments (including brokerage, custody or hedging costs, costs of loan servicers, travel and related expenses in connection with a Fund’s investment activities, which may include, without limitation, first class and/or business class airfare (and/or private charter, where appropriate), first class lodging, ground transportation, travel and premium meals (including, as applicable, closing dinners and mementos, cars and meals (outside normal business hours) and social and entertainment events with property management, customers, clients, borrowers, brokers and services providers); and advertising in trade publications for the purpose of generating potential investment opportunities);
• the costs and expenses of insurance in respect of the Fund and Fund investments, and if permitted by the Fund Documents, inclusive of D&O, E&O and other insurance appropriate for a Fund and its investment manager and personnel; and
• any extraordinary expenses a Fund may incur, including liabilities or obligations incurred in connection with broken deals, including broken deal expenses relating to transactions that have been offered to co-investors. From time to time, ARK expects to incur fees, costs and expenses on behalf of one or more Funds. In the event that ARK or any of its affiliates, including the GP Entity (or similar person) of a Fund, incurs any fees, costs, expenses or other liabilities noted in the immediately preceding paragraphs on behalf of one or more Funds, ARK or such affiliate, as the case may be, shall be entitled to reimbursement from those Funds or its portfolio investments for such fees, costs, expenses or other liabilities, in each case as and to the extent provided in the Fund’s governing agreements and, as mentioned above, generally excluding normal operating overhead of ARK (including its asset management, acquisition management and project management functions, in each case to the extent such functions would ordinarily and reasonably be expected to be performed by a professional investment manager or asset manager investing in and managing real estate assets comparable to the Funds’ portfolio assets).
• To the extent such fees, costs and expenses are incurred for the account or benefit of more than one Fund, each Fund will typically bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment in the activity or entity to which the expense relates (subject to the terms of each Fund’s applicable constituent documents) or in such other manner as ARK or its applicable affiliates consider fair and equitable under the circumstances. ARK and its applicable affiliates endeavor to allocate such fees, costs and expenses on a fair and equitable basis.
• In the event that one Fund pays for an expense common to multiple Funds (including, without limitation, legal expenses for a transaction in which all such Funds participate, or other fees or expenses in connection with services the benefit of which is received by other Funds over time), it shall be reimbursed by the other Funds for their pro rata share of such expense, without interest. While highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. In addition, ARK has caused and expects in future to cause the Funds to engage Placement Agents to market and sell interests in the Funds to prospective investors in a Fund. ARK requires Placement Agents to have all appropriate licenses and registrations to conduct their business, including when applicable, to be registered as broker-dealers with the SEC and to be members of the Financial Industry Regulatory Authority. ARK may impose a placement fee, on a disclosed basis, on the relevant investors to compensate unaffiliated third parties who assist in obtaining subscriptions to such vehicles. Please refer to the discussion under Item 12 — “Brokerage Practices” below for additional information relating to brokerage and other transaction costs. Please note that, notwithstanding the foregoing, ARK may in the future develop policies and procedures to address the allocation of expenses that differ from its current practices, in each case taking into account the interests of the Funds and their investors. please register to get more info

Performance-Based Fees and Side-by-Side Management As described in Item 5 – “Fees and Compensation”, ARK receives performance-based allocations from the Funds, also referred to herein as “incentive allocations” and/or “carried interest”. ARK’s right to a share of profits from investments may create an incentive for ARK to make riskier or more speculative investments on behalf of a Fund than it otherwise would make in the absence of such arrangement. ARK has procedures and practices in place designed to ensure that all investment decisions are made in accordance with investment objectives and restrictions, as outlined in the offering documents of each Fund. Unless otherwise set forth in ARK’s valuation policy with respect to a Fund, ARK retains an independent third party to conduct an appraisal on each investment on an annual basis, beginning with the one-year anniversary of the acquisition of such investment. ARK may accept the third party’s valuation as final and conclusive and shall have no duty to adjust or modify any such valuations. The value of a Fund’s investment, and, as applicable, the Funds’ net asset value, will generally be calculated internally on a quarterly basis, or at such other intervals as determined by ARK in its sole discretion, taking into consideration any third party valuation performed in respect of the relevant period.
Allocation of Investment Opportunities Among Funds
ARK is committed to allocating investment opportunities among the Funds in a manner that, over time, is fair and equitable to each of the Funds. To accomplish this goal, ARK and its affiliates take into consideration the potential investment opportunity and the individual characteristics and mandates of each Fund. ARK has established policies and procedures to guide the determination of such allocations. ARK’s allocation of co- investment opportunities is discussed further in Item 8, under “Conflicts of Interest.”
Funds Co-Investing with Third Parties
The Funds may co-invest with third parties (including operating partners or service providers) through partnerships, commingled investment funds, joint ventures or other entities or arrangements. Such investments may involve risks not present in investments where a third-party is not involved, including the possibility that a third-party co-venturer or partner may at any time have economic or business interests or goals that are inconsistent with those of the Funds, or may be in a position to take action contrary to the investment objectives of the Funds. In addition, a Fund may in certain circumstances be liable for actions of its third-party co-venturer or partner. Any persons or entities that propose to co-invest with a Fund in connection with any transaction (including, without limitation, ARK principals, employees and affiliates) may only be responsible for a share of the fees and expenses associated with such transaction to the extent such transaction is actually consummated. Accordingly, to the extent any such transaction is not consummated, the full amount of any expenses relating to any such proposed transaction may therefore be borne fully by the applicable Funds. From time to time, the Funds may co-invest with one or more members of the Sponsor Group (including their respective personnel) and/or other Sponsor Group Entities (defined below) in investments that are suitable for such Funds and such Sponsor Group Entities. Even if such Funds and any such Sponsor Group Entities invest in the same class of investments, conflicts of interest can still arise. For example, it is possible that as a result of legal, tax, regulatory, accounting or commercial considerations, the terms of such investment (and divestment thereof) (including with respect to price and timing) for the Funds and such Sponsor Group Entities may not be the same. Additionally, the Funds and such Sponsor Group Entities will generally have different investment periods, commercial objectives and/or investment strategies (including return profiles). As a result, the Sponsor Group may have conflicting goals with respect to the price and timing of disposition opportunities. As such, the Funds and/or such Sponsor Group Entities may dispose of any such shared investment at different times and on different terms, or the Funds may be restricted (either by contractual restriction or as a practical matter) from disposing of their share of the investment until such other Sponsor Group Entities dispose of their share of the investment. Moreover, to the extent that a counterparty, lender or other participant in any transaction to be pursued by the Funds and/or the Sponsor Group Entities requires or prefers facing only one fund entity or group of entities, it may result in any of the Funds and such Sponsor Group Entities being jointly and severally liable for such applicable obligation (subject to any limitations set forth in the applicable partnership agreements thereof), which in each case may result in the Funds and such Sponsor Group Entities entering into a back-to-back or other similar reimbursement agreement. In such situations it is not expected that any of the Funds or such Sponsor Group Entities would be compensated (or provide compensation to the other) for being primarily liable vis-à-vis such third party. In addition to economic interests, the voting, control and governance rights with respect to an investment in which the Funds and the Sponsor Group Entities participate may be structured in a number of ways depending upon various considerations relating to the specific investment and the entities participating. For example, voting rights may be allocated pro rata to the participants in an investment in accordance with their respective equity interests or may be allocated on a disproportionate basis to one or more of the participants, particularly where there is an obvious controlling investor. Where the Sponsor Group Entities have interests or requirements that do not align with those of the Funds, including in particular differing liquidity needs or desired investment horizons, conflicts may arise with respect to the manner in which the voting or governance rights with respect to an aggregating entity (or similar entity) are exercised, potentially resulting in an adverse impact on the Funds. please register to get more info

Types of Clients ARK provides investment management services to certain foreign and domestic pooled investment vehicles organized as limited partnerships and other legal entities. The Funds are not registered under U.S. federal securities laws. As a general matter, all persons investing in a Fund must be “accredited investors” (as defined in Regulation D of the Securities Act) and “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act) and, either alone or with one of its representatives, have sufficient knowledge and experience in financial and business matters to make such person capable of evaluating the merits and risks of investing in a Fund. Investors may also be required to satisfy other conditions when appropriate, such as being a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act. Details concerning applicable investor eligibility or suitability requirements are included in Fund Documents of the applicable Fund, which are furnished to all investors in a Fund. The investors participating in the Funds may include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations, or other corporations or business entities and may include, directly or indirectly, principals or other employees of ARK and its affiliates and members of their families, senior advisors, operating executives and members of the operations groups of the Sponsor Group, or other service providers retained by ARK. ARK currently provides and expects in the future to provide investment management and supervisory services to separate account clients from time to time. Investors typically must meet certain minimum initial investment thresholds, typically of at least $50 million depending on the particular Fund. Investment amounts below the minimum required may generally be accepted at ARK’s discretion, subject to the terms of a relevant Fund’s Fund Documents. please register to get more info

Methods of Analysis, Investment Strategies and Risk of Loss As a general matter, ARK, on behalf of the Funds, seeks to acquire, develop, and manage real estate assets in global gateway cities and high-growth secondary markets that will benefit from WeCo’s occupancy. ARK seeks to invest primarily in real estate and real estate related assets and, to a lesser extent, in other types of privately negotiated equity and equity-like or debt investments. Additionally, the objective of the Funds is to leverage the existing relationship between WeCo and Rhône to allow investors to access real estate and real estate related investments with potentially higher targeted risk-adjusted returns than those which investors could expect to achieve from a traditional real estate investment vehicle. Thus, the Funds invest in real estate assets for acquisition, development and management and properties with current or expected vacancies that would be suitable for, and that are expected to benefit from, WeCo’s occupancy or involvement in the investments. This ability to immediately absorb vacancy at these properties is expected to afford the Funds a competitive advantage relative to other prospective buyers by mitigating many of the risks, costs and uncertainties associated with filling vacant commercial real estate. ARK collaborates with WeCo’s real estate team to identify investments in assets that are suitable for the application of WeCo’s business model and that fit the Funds’ target asset profile. With input from the WeCo team, ARK will determine the suitability of locations in both existing and new markets using a variety of financial, economic, demographic and qualitative factors. Target markets are generally global or regional urban hubs undergoing re-urbanization with diverse economies, large student populations and convenient and affordable transportation infrastructure. This analysis will be supplemented by sales and membership data from WeCo, historical transaction metrics with respect to existing markets, and WeCo management’s assessment of the relative importance of certain markets and properties to WeCo’s overall strategy. These inputs will inform ARK’s selection of target markets around the world and target properties within those markets, which ARK believes will develop a robust pipeline of potential acquisition opportunities. Specific descriptions of such strategies and methods are included in the applicable Fund’s Fund Documents. ARK’s acquisitions team are responsible for negotiating any occupancy or other agreements with WeCo on behalf of the Funds. In the case of occupancy agreements, these agreements can provide for fixed rental payments from WeCo to the Funds, revenue sharing between WeCo and the Funds, or a combination of the two. To date, Funds have entered into, and ARK expects will in future continue to enter into, both fixed-rent and revenue-sharing agreements in respect of Fund-owned properties. The terms of each agreement with WeCo will depend on the particular market and property and ARK’s particular value-creation strategy for the targeted property. However, ARK has to date established and expects in future to continue establishing template occupancy and other agreements for circumstances that are frequently encountered in respect of a target property. This template-based approach to agreements with WeCo will streamline the asset-acquisition process and allow ARK to focus on the substance and structure of the other elements of each acquisition transaction. It will also create a consistent risk profile across the portfolio with respect to those pre-negotiated matters. In light of the potential conflict of interest between WeCo and a Fund in these contexts, ARK’s dedicated acquisitions personnel (and not WeCo personnel), under the supervision of ARK’s dedicated senior management group, will be responsible for the negotiation of all agreements with WeCo on behalf of a Fund. To the extent required by the Fund’s governing agreements, the material terms of each WeCo agreement will be disclosed to the limited partner advisory committee or similar body at its next regularly scheduled meeting, but generally will not otherwise be subject to the approval or review of the limited partner advisory committee or similar body or any other limited partner in its capacity as such. However, the entry by a Fund into agreements or arrangements with WeCo, including occupancy agreements, must be done in accordance with any procedures for entering into related-party agreements set out in the relevant Fund’s governing agreements. These procedures are negotiated in advance by unaffiliated institutional third parties as a condition to their participation in the Fund. ARK’s approach to negotiating these agreements are subject to these procedures to the extent they apply in any particular situation. The discussion below enumerates certain, but not all, risk factors that may apply generally to the Funds. Please see the applicable Fund’s private placement or confidential offering memorandum for a complete discussion of the risk factors applicable to an investment in the Funds. Investors should carefully review and consider all of the risks related to investing in the Funds that are set forth in the offering documents for the applicable Fund. An investment in the Funds involves complex U.S. federal income tax and non-U.S. tax considerations that will differ for each investor depending on the investor’s particular circumstances. There can be no assurance that the structure of the Funds or of any investment will be tax-efficient for any particular investor. Investors should consult their own tax advisors with reference to their specific tax situations.
No Assurance of Investment Return
All investing involves a risk of loss. An investment in a Fund may be deemed a speculative investment, is not intended as a complete investment program and may result in a partial or total loss of capital. It is designed for sophisticated investors who fully understand, and are capable of evaluating, the merits and risks of an investment in a private fund and bearing the associated risk of such an investment. No guarantee or representation is made that a Fund’s investment objectives will be achieved or that investors will receive a return of their capital, whether through investment performance or exercise of any liquidity mechanism in respect of an investor’s capital commitment in a Fund. Performance could be negatively affected by a number of risks. Further, to the extent permitted by the terms of any Fund’s governing agreements, it is not anticipated that there will be an active secondary market for interests in any such Fund, and it is not expected that such a market will develop.
Limited Operating History
Although key personnel of ARK and the Sponsor Group have experience investing in and operating real estate properties and real estate related businesses and entities, ARK has a limited operating history for evaluation of the Funds’ likely performance and an investment in the Funds. Past performance by the key personnel of ARK, Sponsor Group and their affiliates is not indicative of future performance by the Funds.
Reliance on Management Personnel; Real Estate Professionals
The success of the Funds will depend in part upon the skill and management expertise of the Sponsor Group’s and ARK’s investment professionals, particularly those providing services for the Funds pursuant to service contracts and members of the Funds’ GP Entity management committees. The interests of these professionals in the applicable GP Entity and ARK should tend to discourage them from withdrawing from participation in a Fund’s investment activities. However, there is ever increasing competition among alternative asset firms, financial institutions, private equity firms, investment advisors, investment managers, real estate investment companies, REITs and other industry participants for hiring and retaining qualified investment professionals and there can be no assurance that these professionals will continue to be associated with such GP Entity, ARK or their affiliates throughout the life of a Fund, particularly in light of the extended term of the Fund, or that replacement personnel will perform well. Conflicts of interest may arise in allocating management’s time, services or functions, and the ability of a GP Entity, ARK and the members of the investment team to access professionals and resources within the Sponsor Group for the benefit of the Funds as described in this Brochure may be limited. Such access may also be limited by the internal compliance policies of the Sponsor Group or other legal or business considerations, including those constraints generally discussed herein.
Reliance on the GP Entities and ARK
The GP Entities and ARK will have exclusive responsibility for the Funds’ activities, and, unless otherwise specified in the applicable Fund’s Fund Documents, limited partners are not able to make investment or any other decisions concerning the management of the Funds in their capacity as such. Limited partners in their capacity as such have no rights or powers to take part in the management of the Funds or make investment decisions and will generally not receive the amount of any property’s financial information that is available to the GP Entities and ARK. The GP Entities have broad discretion in structuring, negotiating and purchasing, financing and eventually divesting investments on behalf of the Funds (subject to specified exceptions set out in the relevant Fund’s governing agreements). Accordingly, no person should purchase interests unless such person is willing to entrust all such aspects to the applicable GP Entity and ARK.
Rapid Growth
The Funds expect to experience rapid growth in their businesses and operations, including in the number of spaces that the Funds work with WeCo to operate. This rapid growth may place a significant strain on each Fund’s and ARK’s existing resources. As the Funds continue to grow, ARK expects that capital expenditures will increase as the Funds continue to make additional investments, including in additional WeCo spaces. Additionally, as the Funds grow, the ability of their management to source sufficient reasonably-priced real estate opportunities of the type the Funds expect to target may become more limited. If the Funds do not manage their growth effectively, the increases in capital expenditures could outpace any increases in revenue and therefore returns. Continued growth could also pose other challenges, such as the need to develop and improve operational, financial and management controls and the need to enhance reporting systems and procedures. The Funds’ and ARK’s operations and financial and accounting systems currently involve manual processes, and a fully automated enterprise risk management framework has not yet been fully developed and implemented with respect to the Funds’ businesses. There can be no assurance that the development and implementation of a Fund’s and ARK’s enterprise risk management framework and any automated processes will proceed smoothly or on their respective projected timetables or that this framework will fully protect against operational risks and losses.
Risks Relating to Due Diligence of Properties and Conduct at Properties
Before making an investment, the GP Entities and/or ARK will conduct such due diligence as they deem reasonable and appropriate based on the facts and circumstances applicable to such investment. The due diligence investigation that the GP Entities and/or ARK carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation does not necessarily mean that the investment ultimately will be successful. Conduct occurring at the properties, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on such Fund. There can be no assurance that the GP Entities and ARK will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during their efforts to monitor the investment on an ongoing basis or that any risk management procedures implemented by the GP Entities and ARK will be adequate. The GP Entities and ARK will rely upon the accuracy and completeness of representations made on behalf of properties and/or their former owners in the due diligence process to the extent reasonable when they make investments but cannot guarantee accuracy or completeness of any such representation.
Illiquid and Long-Term Investments
It is unlikely that there will be a public market for the assets held by the Funds at the time of their acquisition. Therefore, no assurance can be given that, if the Funds are determined to dispose of a particular investment held by the Funds, they could dispose of such investment at a prevailing market price, and there is a risk that disposition of such investments may require a lengthy time period or may result in distributions in-kind to investors. In particular, the investments in commercial real estate properties are relatively illiquid in that there may not be ready buyers available and willing to pay fair value at the time the Funds desire to sell. Over the longer term, if the Funds were required to liquidate parts of their portfolio for any reason, including in response to changes in economic or real estate market conditions, or as a result of the need to raise funds to support the Funds’ operations or to repay outstanding indebtedness, the Funds may not be able to sell any portion of their portfolio on favorable terms or at all. For example, as experienced in the recent global financial crisis, limited funding capacity in the capital markets may result in lower demand for real estate investments as fewer buyers are able to raise finance on attractive terms to purchase real estate, thereby making commercial real estate investments more illiquid than they may otherwise be during periods of economic growth.
Unspecified Investments
At the time a limited partner decides to invest in a Fund, such Fund’s GP Entity typically will not yet have selected any of the investments that such Fund will make. Purchasers of interests in a Fund will generally not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by such Fund in the future and, accordingly, will be dependent upon the judgment and ability of the relevant GP Entity in investing and managing the capital of such Fund.
Risks Associated with WeCo
It is expected that WeCo will occupy most, if not all, of a Fund’s properties, in whole or in part. As a result of this interconnection between WeCo and the investments, the overall performance of the Funds and their properties will be subject to risks and uncertainties associated with WeCo and its operating and financial performance, including, without limitation, the risks noted in the applicable Fund’s private placement or confidential offering memorandum, which may materially adversely affect each Fund’s operating results, financial condition, and results of operations and prospects, and which may impede its ability to achieve its investment objectives, cause the value of the Fund’s investments to decline, and could result in a loss of all or part of an investor’s investment in the Fund. ARK carefully considers the appropriate allocation of rentable space to WeCo relative to other tenants in each Fund-owned property with due regard for these counterparty risk factors with respect to the Funds and Fund investments both individually and on a portfolio-wide basis. For example, WeCo has experienced rapid growth in its business, including in the number of spaces that it operates and in the size of its member community. This rapid growth has placed, and continues to place, a significant strain on its existing resources and WeCo’s ability to manage its growth effectively. As part of WeCo’s growth strategy, it intends to rapidly expand into new and existing regions and markets and to enhance its solutions and product and service offerings. WeCo has varying levels of experience in these regions and markets, and its expansion efforts are expected to require substantial resources. In addition, WeCo’s concentration in specific cities magnifies the risk to WeCo of localized economic conditions in those cities or the surrounding regions and markets. To sustain WeCo’s growth, WeCo must continually add new members both to replace departing members and to expand its current member base. There can be no assurance that WeCo will be able to attract new members in sufficient numbers to do so. Other risks and uncertainties that WeCo faces which may indirectly adversely impact the Funds include, without limitation, (1) WeCo’s ability to achieve profitability at a company level in light of its history of losses, (2) risks related to the long-term and fixed-cost nature of WeCo’s leases across its portfolio, (3) risks relating to WeCo’s ability to generate sufficient cash and to obtain financing on adequate terms, (4) WeCo’s ability to maintain the value and reputation of its brand, (5) risks related to WeCo’s transactions with related parties, (6) the control of WeCo’s co-founder and chief executive officer over key decision- making as a result of his control over a majority of the total voting power of WeCo’s outstanding capital stock, and (7) the success of WeCo’s strategic partnerships, including its strategic partnership with ARK.
Risk Associated with WeCo Occupancy Agreements
The terms of the occupancy arrangements between WeCo and the Fund-owned properties are expected to provide for fixed rental payments from WeCo to the Funds, revenue sharing between WeCo and the Funds, or a combination of the two (i.e., a fixed portion supplemented by a variable portion). In a fixed-rate lease, the tenant pays the property owner contract rent based on an agreed upon schedule, and in return the property owner grants the tenant occupancy for a defined period of time and offers the tenant certain concessions including, for example, a tenant improvement allowance to build-out the space and free rent for a period of time. Typically, a property owner also pays a broker leasing commission in connection with a lease transaction. Under this model, a property owner knows what it can expect to earn on its upfront investment in concessions and commissions. By comparison, in an occupancy agreement that provides for revenue sharing, the property owner (in this case, the Funds) will generally not receive contract rent for the lease, but will instead generally receive an agreed upon percentage of the total gross revenue generated by WeCo at the relevant location through a combination of membership fees and other ancillary revenue. The property owner may also be responsible for giving WeCo a tenant improvement allowance or other tenant incentives typical of a traditional leasing arrangement. The revenue generated by WeCo, and more specifically the portion payable to the Funds, is expected to exceed the rent that the Funds could otherwise earn from a traditional tenant at market terms. However, each Fund- owned property that enters into an occupancy agreement with WeCo that provides for revenue sharing between WeCo and the Funds will be subject to the risk that WeCo underutilizes such space and operational risks associated with WeCo’s business at that property. After payment of their share of tenant improvements, the Funds may in fact receive less revenue through such revenue share arrangement than they would have had they leased the space to WeCo or other third party tenants at market rents. It should be noted that the description above is not intended to be exhaustive, and the Fund-owned property may enter into an occupancy agreement which contain provisions that are different than those described above. It should also be noted that WeCo’s current arrangements are generally all fixed-rate lease agreements, and there can be no assurance that the occupancy agreements that provide for revenue sharing between WeCo and the Funds will be more profitable to the Funds.
No Market or Liquidity for Interests in a Fund; Restrictions on Transfers
The interests in a Fund have not been, and will not be, registered under the Securities Act, the securities laws of any state thereof or the securities laws of any other jurisdiction, and, therefore, cannot be resold unless an exemption from registration is available. There is no public market for the interests in any Fund, and one is not expected to develop. As set forth in the Fund Documents of the relevant Fund, interests in the Funds may not be sold, transferred, withdrawn, or redeemed except as permitted by applicable securities laws and in compliance with the relevant Fund’s governing agreements. Because of these restrictions, holders of interests in the Funds generally must bear the risk of their investment for an indefinite period of time, as there can be no assurance that the relevant Fund’s objectives will be achieved or that holders will receive a return of their capital, whether via sale, transfer, withdrawal, redemption, or other liquidity mechanism contemplated by the relevant Fund’s governing agreements. There can be no assurance that any sale, transfer, withdrawal, or redemption requests or any exercise of any other liquidity mechanism will be satisfied within any particular period of time. Unless otherwise provided by a Fund’s governing agreements, the Funds generally will not be obligated to sell any property or assets, borrow funds, cease paying liabilities, or reduce or cease to establish reserves or jeopardize the status of any REIT subsidiary as a REIT (including its status as a domestically-controlled REIT) in order to satisfy any sale, transfer, withdrawal, or redemption request or any exercise of any other liquidity mechanism. There can be no assurances as to when a limited partner may be able to completely withdraw from a Fund any amount included in its sale, transfer, withdrawal, or redemption request or any exercise of any other liquidity mechanism. See also the applicable Fund’s Fund Documents for additional information.
Highly Competitive Market for Investment Opportunities
The activity of identifying, buying and selling real estate and real estate related investments is highly competitive, involves a high degree of uncertainty, and is subject in some cases to the prevailing capital market, regulatory or political environment. A Fund may encounter competition from other similarly focused funds formed before or after the establishment of such Fund. Potential competitors include a broad spectrum of investors and institutions, including other investment partnerships and corporations, business development companies, strategic industry acquirers and other financial investors investing directly or through affiliates. Some of these competitors may have more relevant experience and greater financial resources than a Fund, the relevant GP Entity or its affiliates. There can be no assurance that a Fund will be able to locate and complete portfolio investments which satisfy such Fund’s rate of return objectives or is reflective of its values or that it will be able to invest fully its committed capital.
Real Estate Risks Generally
The investments will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. Deterioration of real estate fundamentals may negatively impact the performance of the Funds. Additionally, the Funds’ investments will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income and expenses or which may render the sale or financing of its properties difficult or unattractive. For example, following the termination or expiration of a tenant’s lease there may be a period of time before a Fund will begin receiving rental payments under a replacement lease. During that period, such Fund will continue to bear fixed expenses such as interest, real estate taxes, maintenance, security, repairs and other operating expenses. In addition, declining economic conditions may impair the Fund’s ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. To the extent that the Funds enter into occupancy agreements providing for revenue sharing agreements from tenants (including WeCo) to the Funds, these factors may result in a lower effective rental rate due to lower revenues generated by the tenant’s subject businesses. Increased competition for tenants may require the Funds to make capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that the Funds undertake may divert cash that would otherwise be available for distribution to investors or for satisfying redemption requests. The Funds may be required to expend funds to correct defects or to make improvements, including in connection with WeCo’s occupancy before a tenant can be found for a property at an attractive rental rate or an investment in a property can be sold. No assurance can be given that the Funds will have funds available to correct those defects or to make those improvements. In acquiring a property or stock, the Funds may agree to lock-out provisions that materially restrict it from selling that property or stock for a period of time or that impose other restrictions, such as limitations on the amount of debt that can be placed on that property. These factors and others that could impede the Funds’ ability to respond to adverse changes in the performance of properties could significantly affect the Funds’ financial conditions and operating results. There can be no assurance that there will be a ready market for the resale of investments because investments will generally not be liquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by the Funds. Further, because the Funds expect to invest a portion of its assets in real estate investment trusts (“REITs”), the Funds may also be subject to certain risks associated with direct investments in REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. REITs depend generally on their ability to generate cash flow to make distributions to shareholders, and certain REITs have self-liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time. In addition, the performance of a REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.
Redevelopment; Construction Risks
At each Fund-owned property, a Fund may cause the complete redesign of the space. There can be significant delays related to such redesign. For example, with respect to WeCo spaces, redevelopment typically takes a number of months from the date WeCo takes possession of the space under an occupancy agreement to the opening date. During the pendency of development and construction activities at a Fund-owned property, the Funds may incur substantial upfront costs without recognizing any revenues from the space. If a Fund is unable to complete redevelopment and construction activities for any reason or conditions in the real estate market or the broader economy change in ways that are unfavorable, such Fund may be unable to recover these costs in a timely manner or at all. The Funds’ redevelopment activities are also subject to cost overruns as a result of many factors, some of which are beyond reasonable control and ability to foresee, including increases in the cost of materials and labor. Acquiring and operating real estate assets subjects the Funds to risks associated with redevelopment projects in general, such as delays in construction, contract disputes and fines or penalties levied by government authorities relating to development and construction activities. The Funds may also experience delays opening a particular property, including any component thereof occupied by a WeCo space, as a result of delays by any general contractor the Funds may engage for that purpose or as a result of an inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. The Funds may lose potential revenue, be subject to monetary penalties or have other negative consequences if a property fails to open on schedule.
Leverage Incurred by the Funds
The acquisition and development of investment properties may be financed in substantial part by borrowing, subject to the leverage limits as set out in the applicable Fund’s Fund Documents, which increases the exposure of each investor to loss. The use of leverage involves a high degree of financial risk and will increase the exposure of the investments, and therefore any investment in the Funds, to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the investments.
Bridge Financings
From time to time, the Funds may lend funds to their properties or assets on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in a Fund’s control, such long-term securities may not be issued and such bridge loans may remain outstanding. In such events, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by such Fund. In addition, the Sponsor Group or ARK may extend such loans to the Funds or a property on a short-term basis on terms which are as favorable to the Funds as the terms that could have been obtained at the time of such lending from a third-party lender.
Effect of Substantial Losses or Withdrawals
If, due to extraordinary market conditions or other reasons, the Funds were to incur substantial losses or were subject to an unusually high level of withdrawals or redemptions or exercises of other liquidity mechanisms, in each case to the extent contemplated by a Fund’s governing agreements, the revenues of the affected Funds, and of ARK and its affiliates, would potentially decline substantially. Such losses, withdrawals or redemptions, or exercises may hamper ARK’s and its affiliates' ability to (i) retain employees and (ii) provide the same level of service to the Funds as it has in the past.
Eurozone Risks; Brexit
On 29 March 2017, the UK formally notified the European Council of its intention to leave the European Union (“Brexit”). Under the process for leaving the European Union (“EU”) contemplated in Article 50 of the Treaty on the Functioning of the European Union, the UK remains a Member State until a withdrawal agreement is entered into, or failing that, two years following the notification of the intention to leave, absent an agreement to prolong this period. In April 2019, the UK and the EU agreed a further extension to this two-year period, meaning that the UK is currently scheduled to leave the EU on or before 31 October 2019, subject to UK approval of the withdrawal agreement. It is possible that the actual date of the UK’s departure may be deferred again, possibly for a much longer period. The terms and precise timetable of withdrawal are, therefore, unknown at this time. It is possible that the UK will revoke its notification or otherwise agree with the other Member States that it will remain a member of the EU. If and when the UK does leave the EU, there is a risk that a withdrawal agreement will not be entered into and that there will be no transitional arrangement or framework for a future relationship. The terms of the UK’s future relationship with the EU are, therefore, highly uncertain. Further, as a result of Brexit, other European countries may seek to conduct referenda with respect to their continuing membership with the EU. Given these possibilities and others that are not anticipated, at this time, it is difficult to predict how (if at all) the UK withdrawal from the EU will be implemented and what the economic, tax, fiscal, legal, regulatory and other implications will be for the asset management industry, the broader European and global financial markets generally and for private funds such as the Funds and the Funds’ investments. This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having service or other significant relationships in, the UK or the EU, including companies or assets held or considered for prospective investment by the Funds. Assuming that the UK does cease to be an EU Member State, future application of EU- based legislation to the private fund industry in the UK and the EU will ultimately depend on how the UK renegotiates its relationship with the EU. There can be no assurance that any renegotiated terms or regulations will not have an adverse impact on the Funds and its investments, including the ability of the Funds to achieve its investment objectives. Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, and increased legal, regulatory or compliance burden for investors, the AIFM and/or the Funds, each of which may have a negative impact on the operations, financial condition, returns or prospects of the Funds. Brexit may also have an adverse effect on the tax treatment of the Funds and its investments. In particular, EU directives preventing withholding taxes being imposed on intra-group dividends, interest and royalties may no longer apply to payments made into and out of the UK, meaning that instead the UK’s double tax treaty network would need to be relied upon. Further, there may be changes to the operation of VAT. While the most immediate impacts on corporate transactions will likely be related to changes in market conditions, the development of new regulatory regimes and parallel competition law enforcement may have an adverse impact on transactions, particularly those occurring in, or impacted by conditions in, the UK and Europe. In light of the foregoing, the withdrawal of the UK from the EU, and the conditions of such withdrawal, could therefore adversely affect ARK, the Funds and the Funds’ portfolio companies. In addition, although it seems less likely now than at the time of Britain’s referendum, the withdrawal of the UK from the EU could have a further destabilizing effect if any other member states were to consider withdrawing from the EU, presenting similar and/or additional potential risks and consequences for ARK, the Funds and the Funds’ portfolio companies.
Limited Number of Investments; Diversification
Generally, a Fund is restricted from investing more than a material allocation of its available capital in any single investment as and to the extent set out in the Fund’s governing agreements. However, given the nature of the investments the Funds target, ARK expects the Funds to nevertheless be relatively concentrated, at any time, in only a limited number of investments, and, as a consequence, the aggregate return of a Fund may be substantially affected by the unfavorable performance of even a single investment. To the extent ARK concentrates a Fund’s investments in a particular asset, that Fund’s portfolio may become more susceptible to fluctuations in value resulting from adverse economic or business conditions affecting that particular asset. Investors have no assurance as to the degree of diversification in the investments, either by geographic region or asset type, except to the extent specifically set out in the relevant Fund’s governing agreements.
Investments in Land/New Development; Risk of Fraud
The Funds may also acquire direct or indirect interests in undeveloped or underdeveloped land, or unstabilized real property, which may often be non-income producing. To the extent that the Funds invest in such assets, they will be subject to the risks normally associated with such assets and development activities. Such risks include, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of the Funds, such as weather or labor conditions or material shortages), irregular accounting or other fraudulent practices, risks that the properties will not achieve anticipated occupancy levels or sustain anticipated rent levels and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the Funds and on the amount of funds available for distribution to investors. Properties under development or properties acquired for development may generate little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development, making such development less attractive than at the time it was commenced. Lenders providing construction loans will typically require that a creditworthy parent entity enter into a so-called “completion” and/or “carry” guaranty, which requires the guarantor to undertake to complete the project within a specified timeframe, pay for any cost overruns and guaranty payment of carrying costs (e.g., interest, real estate taxes, insurance, etc.) during the period of construction. Construction lenders may also require a creditworthy parent entity to guarantee the repayment of all or some portion of the loans principal, interest and any premiums. It is expected that the financing arrangements with respect to the Funds’ property and development projects will require such customary completion, carry and principal guarantees from the Funds. In the event that such a guarantee is called, the Funds’ assets, including cash reserves, could be adversely affected. In addition, investments in new development activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which the Funds invest, the Funds may suffer a partial or total loss of capital invested in that company. There can be no assurance that any such losses will be offset by gains (if any) realized on the Funds’ other investments.
Additional Capital Requirements
Certain of the Funds’ investments, including those in a development phase, if any, are expected to require additional financing to satisfy their working capital requirements or development strategies. The amount of such additional financing needed will depend upon the maturity and objectives of the particular asset. Each round of financing (whether from the Funds or other investors) is typically intended to provide enough capital to reach the next major milestone in an asset’s life-cycle. If the funds provided are not sufficient, additional capital may be required to be raised at a price unfavorable to the existing investors, including the Funds. In addition, the Funds may make additional debt and equity investments or exercise warrants, options, convertible securities or other rights that were acquired in the initial investment in such company or other investment in order to preserve the Funds’ proportionate ownership when a subsequent financing is planned, or to protect the Funds’ investments when such portfolio entity’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of the Funds or any portfolio entity. There can be no assurance that the Funds or any portfolio entity will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Redemptions by limited partners may significantly decrease the capital of the Funds available to make any such additional funding. Failure to provide sufficient additional capital with respect to an investment could adversely affect the performance of the Funds.
Expedited Transactions
Investment analyses and decisions by ARK may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to ARK at the time of making an investment decision may be limited, and ARK may not have access to detailed information regarding the investment property, such as physical characteristics, environmental matters, zoning regulations or other local conditions affecting an investment property. Therefore, no assurance can be given that ARK will have knowledge of all circumstances that may adversely affect an investment, and the Funds may make investments which it would not have made if more extensive due diligence had been undertaken.
Permits and Licenses
A license, approval or permit may be required to acquire certain investments and their direct or indirect holding companies (or registration may be required before an acquisition can be completed). There can be no guarantee of when and if such a license, approval or permit will be obtained or if the registration will be effected.
General Economic and Market Conditions
The real estate industry generally, and the success of the Funds’ investment activities in particular, will both be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in applicable laws and regulations (including laws relating to taxation of the investments), trade barriers, currency exchange controls and national and international political, environmental and socioeconomic circumstances in respect of the countries in which the Funds may invest. These factors may affect the level and volatility of securities and asset prices and the liquidity of the investments, which could impair the Funds’ profitability, result in losses and/or the Funds’ abilities to satisfy redemption requests. In addition, general fluctuations in the market prices of securities and interest rates may affect the Funds’ investment opportunities and the value of the investments. A recession, slowdown and/or a sustained downturn in the global economy or real estate market (or any particular segment thereof) or a weakening of credit markets (including a perceived increase in counterparty default risk) will have a pronounced impact on the Funds and could adversely affect the Funds’ profitability, limit the amount of cash available to satisfy redemptions and other liquidity mechanisms, impede the ability of the Funds’ properties or portfolio entities to perform under or refinance their existing obligations and impair the Funds’ ability to effectively deploy their capital or realize upon investments on favorable terms and may have an adverse impact on the availability of credit to businesses generally, which in turn may have an adverse impact on the business and operations of the Funds. In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the Funds’ performance. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a property’s or portfolio entity’s capital structure. In addition to general economic conditions, the commercial real estate markets in which the Funds operate are also affected by a number of other factors which may significantly impact the value of commercial real estate investments, including interest rates and credit spreads, levels of prevailing inflation, the availability of financing, the returns from alternative investments as compared to real estate and changes in planning, environmental, commercial lease, and tax laws and practices. In particular, commercial real estate values are dependent on, among others, current rental values and occupancy rates, prospective rental growth, lease lengths, tenant creditworthiness and solvency, and investment yields (which are, in turn, a function of interest rates, the market appetite for investments in general and with reference to the specific asset in question) together with the nature, location and physical condition of the asset concerned. Rental revenues and commercial real estate values are also affected by factors specific to each local market in which the asset is located, including the supply of available space, demand for commercial real estate and competition from other available space. Market conditions, such as the most recent global economic downturn, could decrease the demand for commercial real estate and thereby increase vacant space resulting in a decrease in the rental income, rental growth and investment values of the Funds’ office portfolios, which could have a material adverse effect on their businesses, financial conditions, results of operations and future prospects.
Local Real Estate Markets Conditions
The Funds’ strategy in some investments may be based, in part, upon the premise that real estate businesses and assets in certain cities and elsewhere will be available for purchase by the Funds at prices that ARK considers favorable. The Funds’ strategy in some investments may also rely, in part, upon more favorable market conditions developing prior to the investment’s realization or the continuation of existing market conditions (including, for example, supply and demand characteristics). In particular, the Funds’ strategy may rely, in part, on the belief that WeCo occupancy will, by itself, be incrementally accretive to the Funds’ returns generated from appreciation in the asset value of Fund-owned properties due to the so-called “WeWork effect”. No assurance can be given that real estate businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets will remain stable, recover or continue to improve, as the case may be — whether as a direct or indirect result of WeCo’s occupancy at the property or otherwise — since this will depend, in part, upon events and factors outside the control of ARK. In addition, there can be no assurance that current market conditions will not deteriorate during the duration of an investor’s investment in the Funds, which could have a materially adverse effect on the assets of the Funds. Actual or perceived trends in real estate markets do not guarantee, predict or forecast future events, which may differ significantly from those implied by such trends.
Environmental Risks and Potential Liabilities
The Funds may be exposed to substantial risk of loss from environmental claims arising from investments involving undisclosed or unknown environmental problems, health or occupational safety matters or problems with inadequate reserves, insurance or insurance proceeds for such matters that have been previously identified. Under the laws, rules and regulations of various jurisdictions, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances, including asbestos, on or in such property. Such laws may impose joint and several liability, which can result in a party being obligated to pay for greater than its share, or even all, of the liability involved. Such liability may also be imposed without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances and the person bearing liability may incur substantive costs in defending claims of liability. The cost of any required remediation and the owner’s liability therefor as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, may adversely affect the owner’s ability to sell the real estate or to borrow funds using such property as collateral, which could have an adverse effect on the Funds’ return from such investment. Environmental claims with respect to a specific investment may exceed the value of such investment, and under certain circumstances, subject the other assets of the Funds to such liabilities. In addition, even in cases where the Funds are indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Funds to achieve enforcement of such indemnities. In addition, some environmental laws create a lien on contaminated property in favor of governments or government agencies for costs they may incur in connection with the contamination. The ongoing presence of environmental contamination, pollutants or other hazardous materials on a property (whether known at the time of acquisition or not) could also result in personal injury (an associated liability) to persons on the property and persons removing such materials, future or continuing property damage (which may adversely affect property value) or claims by third parties, including as a result of exposure to such materials through the spread of contaminants. In addition, the Funds’ operating costs and performance may be adversely affected by compliance obligations under environmental protection statutes, rules and regulations relating to investments of the Funds, including additional compliance obligations arising from any change to such statutes, rules and regulations. Statutes, rules and regulations may also restrict development and use of property. Certain clean-up actions brought by state, country and local agencies and private parties may also impose obligations in relation to investments and result in additional costs to the Funds.
Documentation and Legal Risks
Investments are usually governed by a complex series of legal documents and contracts. As a result, the risk of dispute over interpretation or enforceability of the documentation may be higher than for other investments. In addition, it is not uncommon for investments to be exposed to a variety of other legal risks. These can include, but are not limited to, environmental issues, land expropriation and other property-related claims, industrial action and legal action from special interest groups.
Distributions In-Kind
The Funds may make distributions or payments or redemptions or withdrawal proceeds in cash and/or in kind, including in the form of investments that are not marketable or are otherwise illiquid. At the time of any such distribution, such investments may be experiencing periods of limited liquidity, price volatility or a decline in market value and may have certain investment and transfer restrictions limiting marketability. The ability of the investors to liquidate positions in such investments is subject to these risks, and investors must be prepared to hold such investments for an extended period of time. In- kind distributions of investments may comprise, among other things, interests in one or more investment vehicles or special purpose vehicles holding the financial instruments or participations in the financial instruments which are being held or that were held by the Funds. The value of the investments distributed may increase or decrease before such investments are sold, and such investor will incur transaction costs in connection with the sale of any such investment. Additionally, investments distributed to an investor may not be readily marketable or saleable and may have to be held by such investor for an indefinite period of time. The risk of loss and delay in liquidating these investments will be borne by the investor, with the result that such investor may ultimately receive less cash than it would have received if it had been paid in cash. In addition, when investments are distributed to investors in-kind, such investors may then become debt or minority equity holders in the issuer and may be unable to protect their interests effectively.
Non-U.S. Investments
The Funds expect to make investments outside the United States. Non-U.S. real estate and real estate related investments involve certain risks not typically associated with investing in real estate related investments in the United States, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the United States dollar and foreign currencies in which the Funds’ foreign securities or assets are denominated, and costs associated with conversion of investment principal and income from one currency into another, (ii) differences between U.S. and non-U.S. real estate laws and market practices and (iii) the possible imposition of withholding or other taxes on income received from, or gains with respect to, such securities or assets. In addition, certain non-U.S. capital markets involve certain factors not typically associated with investing in established securities markets, including, without limitation, risks relating to (x) differences between markets, including potential price volatility in and relative illiquidity of some foreign securities markets, (y) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation and (z) certain economic and political risks, including, without limitation, potential exchange control regulations and potential restrictions on foreign investment and repatriation of capital. While ARK intends, where it deems appropriate, to manage the Funds in a manner that will minimize exposure to the foregoing risks, there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets of the Funds that are held in certain countries.
Confidential or Material, Non-Public Information
By reason of their responsibilities in connection with other activities of the Sponsor Group, certain employees of the GP Entities or their affiliates may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities or properties. The Funds may not be free to act upon any such information. Due to these restrictions, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Conversely, a Fund may not have access to material non-public information in the possession of the Sponsor Group which might be relevant to an investment decision to be made by such Fund, and such Fund may initiate a transaction or sell an investment which, if such information had been known to it, may not have been undertaken.
Cyber Security Breaches and Identity Theft
Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The Sponsor Group’s and their service providers’ information and technology systems may be vulnerable to damage or interruption from cyber security breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches or usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic information related to investors (and their beneficial owners) and material nonpublic information. Although the Sponsor Group has implemented, and properties and service providers may implement, various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. The Sponsor Group does not control the cyber security plans and systems put in place by third party service providers, and such third party service providers may have limited indemnification obligations to the Sponsor Group, the Funds and/or a portfolio entity, each of whom could be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Sponsor Group’s or the Funds’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and their beneficial owners), material nonpublic information, and the intellectual property and trade secrets and other sensitive information in the possession of the Sponsor Group. The Sponsor Group or the Funds could be required to make a significant investments to remedy the effects of any such failures, harm to their reputations, legal claims that they and their respective affiliates may be subjected to regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity and other events that may affect their business and financial performance.
Public Disclosure
Some investors, such as public pension plans and listed investment vehicles, may be subject to public disclosure requirements. The amount of information that is required to be disclosed by such investors with respect to their investments has increased in recent years, and that trend may continue. To the extent that disclosure of confidential information relating to the Funds or their investments results from public investors, the Funds may be adversely affected. ARK may, in order to prevent any such potential disclosure, withhold all the information otherwise to be provided to such public investors. Conversely, potential future regulatory changes applicable to investment advisors and/or the accounts they advise could result in the Funds becoming subject to additional disclosure requirements the specific nature of which is as yet uncertain.
Legal, Tax and Regulatory Risks
Legal, tax and regulatory changes could occur during the terms of the Funds that may adversely affect the Funds. For example, from time to time the market for private equity transactions has been adversely affected by a decrease in the availability of senior and subordinated financing for transactions, in part in response to regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds may adversely affect the value o please register to get more info

Disciplinary Information There are no legal or disciplinary events required to be disclosed pursuant to this Item. please register to get more info

Other Financial Industry Activities and Affiliations
Rhône
Rhône is a global alternative asset management firm with more than $5 billion in assets under management across its private equity, real estate platforms and venture capital, which it has invested across a wide range of economic and capital market environments. Rhône is a registered investment adviser with the SEC. Additional information regarding Rhône and its advisory activities can be obtained by accessing its Form ADV which is filed with the SEC. A subsidiary of Rhône, Rhône Group Advisors LLC (“RGA”), is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”). However, neither ARK nor any of its members, managers or employees currently has a relationship that is material to ARK’s advisory business with a related person that is a broker-dealer, including RGA.
General Partners of Funds
The Funds are managed by the GP Entities. While the GP Entities are not separately registered as investment advisers with the SEC, their advisory activities are subject to the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), and such entities are subject to examination by the SEC. In addition, any person acting on behalf of the GP Entities is and shall be subject to the supervision and control of ARK. Certain inherent conflicts of interest arise from the following circumstances: (1) ARK will provide advisory services to more than one Fund and (2) the Funds have one or more overlapping investment objectives. The Funds have generally similar investment strategies and participation in specific investment opportunities may be appropriate for more than one Fund. In such cases, participation in investment opportunities will be allocated pursuant to ARK’s policies and procedures established to allocate investment opportunities among the Funds, and may (and in has in the past) included shared investment by more than one Fund. Please see Item 8 — “Methods of Analysis, Investment Strategies and Risk of Loss — Conflicts of Interest” for additional information and disclosure on these matters. As stated above, WeCo and its senior management and personnel are not directly involved in the day-to-day business and operations of ARK and have no direct involvement in decisions relating to the business and operations of ARK; however WeCo and Rhône provide certain limited general and administrative support services to ARK unrelated to ARK’s investment advisory services to the Funds. please register to get more info

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ARK has adopted a Code of Ethics, which is predicated on the principle that ARK owes a fiduciary duty to its clients as and to the extent set out in the governing agreements of the Funds and as set forth pursuant to the Advisers Act. The Code of Ethics, which is reviewed and updated (if necessary) at least annually, applies to all supervised persons of ARK. The Code of Ethics generally incorporates the following general principles that all employees are expected to uphold: employees must at all times place the interests of clients first; all personal securities transactions must be conducted in a manner consistent with the Code of Ethics and any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided; employees must not take any inappropriate advantage of their positions; and information concerning the identity of securities and financial circumstances of clients and the Funds, including investors in the Funds, must be kept confidential. The Code of Ethics more specifically imposes restrictions and safeguards on the use of material non-public information, and all supervised persons of ARK must comply with ARK’s insider trading policy. In addition, all supervised persons of ARK are required to submit securities holdings and transaction reports to ARK’s Chief Compliance Officer on a periodic basis. Investors and prospective investors may obtain a copy of ARK’s Code of Ethics by contacting the Chief Compliance Officer by email at [email protected]. As noted above, partners, members, managers and employees of ARK and its affiliates may, and do, directly or indirectly own an interest in one or more Funds, including certain co-investment vehicles. Consequently, ARK, its partners, members, managers and employees and certain of its related persons participate in transactions effected for clients of ARK. The Code of Ethics contains policies and procedures designed to prevent improper practices with respect to such transactions, and compliance with the Code of Ethics by ARK, its principals and employees is the primary method employed by ARK to address the conflicts of interest that arise with respect to these transactions. In addition, co-investments and/or certain members or employees of ARK or the Sponsor Group may, directly or through one or more entities, sell securities in which they have a direct or indirect ownership interest to certain Funds, provided that the sale is consistent with ARK’s fiduciary obligations to the Funds. Such transactions will be fully disclosed in writing, and where required by applicable law, the written consent of the appropriate client will be obtained in accordance with Section 206(3) of the Advisers Act. As discussed in Item 8 above, the GP Entities and/or their affiliates, as applicable, may also enter into side letters or other similar agreements with certain investors in connection with each such investor’s admission to a Fund as a limited partner therein without the approval of any other limited partner of such Fund, which would have the effect of establishing rights under or altering or supplementing the terms of the applicable Fund partnership agreement with respect to such limited partners in a manner more favorable to such limited partners than those applicable to other limited partners. Any rights or terms so established in a side letter with a limited partner will govern solely with respect to such limited partner (but not any of such limited partner’s assignees or transferees unless so specified in such side letter) and will not require the approval of any other limited partner notwithstanding any other provision of the applicable Fund’s partnership agreement, and any such favorable treatment may be granted for consideration or otherwise. Additionally, a Fund may invest together with other funds advised by an adviser affiliated with ARK or a member of the Sponsor Group, subject to the terms of such Fund’s constituent documents and ARK’s co-investment policy. ARK will determine the allocation of investment opportunities in a manner that it believes is fair and equitable to the Funds consistent with ARK’s obligations and may take into consideration factors such as the following: the Fund’s investment restrictions and objectives (including those set forth in the relevant Fund’s constituent documents, where applicable), strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition and cash level and applicable regulatory restrictions. In the case of co-investments, ARK has granted and expects in future to grant certain third-party investors the opportunity to evaluate prospective co-investments in Fund investments or otherwise to have priority in co- investment opportunities, in each case taking into account the interests of the Funds and their investors and subject to ARK’s allocation policy. Please see Item 4 — “Advisory Business” and Item 8 — “Methods of Analysis, Investment Strategies and Risk of Loss — Conflicts of Interest” for additional information and disclosure on these matters. The foregoing relationships and any other actual or potential conflicts of interest relating to an investment in a Fund are disclosed in more detail in the relevant private placement or confidential offering memorandum, subscription materials and constituent documents of each Fund, in each case, as amended or supplemented from time to time. please register to get more info

Brokerage Practices Given ARK’s strategy of investing primarily in real estate assets, ARK to date has executed, and in future expects to execute, very few direct securities transactions on behalf of the Funds. However, in the event of a securities transaction, ARK is authorized to determine the broker or dealer to be used in its sole discretion. In selecting brokers or dealers to execute transactions, ARK seeks to obtain best execution and minimize trade costs and the risks of trade errors. In selecting a broker to execute client transactions, ARK may consider a variety of factors, including the following: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. ARK does not have any soft dollar arrangements with broker-dealers, nor does ARK select broker-dealers in exchange for client or investor referrals. However, to the extent consistent with obtaining best execution for clients, ARK may in the future engage in such soft dollar arrangements, provided that such arrangements are of the type described in Section 28(e) of the Exchange Act of 1934 and are designed to augment ARK’s own internal research and investment strategy capabilities. please register to get more info

Review of Accounts All investments are carefully reviewed and approved by the Funds’ respective GP Entity management committee. Investments are reviewed and monitored on a continuous basis. ARK investment personnel meet regularly to discuss investment ideas, economic developments, industry outlook, and other issues related to current portfolio holdings and potential investment opportunities, as well as adherence to a Fund’s investment objectives and guidelines. The Funds generally deliver information to their investors on a quarterly basis. The information provided to each investor will be in accordance with the requirements of the Funds’ applicable constituent documents (including any applicable side letters or similar agreements) and generally includes the following information: (1) quarterly investor summaries; (2) a portfolio summary; and (3) unaudited financial statements. On an annual basis, investors receive audited financial statements of the applicable Funds as well as certain tax information. please register to get more info

Client Referrals and Other Compensation Only clients and investors provide economic benefit to ARK for providing investment advice or other advisory services. ARK has caused and expects in future to cause the Funds to engage Placement Agents or similar agents to market and sell interests in the Funds to prospective investors. ARK requires Placement Agents to have all appropriate licenses and registrations to conduct their business, including when applicable, to be registered as broker-dealers with the SEC and to be members of FINRA. please register to get more info

Custody In connection with the management of investments for certain clients, ARK may have, or may be deemed to have, custody of certain Funds or securities of its clients. Rule 206(4)- 2 (the “Custody Rule”) under the Advisers Act defines custody as holding client securities or assets or having any authority to obtain possession of them, including the authority to withdraw funds or securities from a client’s accounts or ownership of or access to client funds or securities (such as through fee deductions). With the exception of certain assets, which are defined as “privately offered securities” per the Custody Rule or uncertificated securities recorded on the books of the issuer in the name of the applicable Fund, each Fund’s assets are held in custody by unaffiliated broker-dealers or banks acting in the capacity as “qualified custodians”. With respect to certain Funds, the GP Entities may be deemed to have custody of its funds or securities. ARK has developed procedures that ensure the safeguarding and protection of the assets. Such procedures include, among other things, the separation of functions and multiple approvals for the distribution of a Fund’s capital. The Funds are subject to an annual audit performed by a nationally recognized public accounting firm and the audited financial statements are distributed to each investor generally within 120 days after the end of each fiscal year. please register to get more info

Investment Discretion In accordance with the terms and conditions of the relevant Fund Documents of each Fund, including the investment objectives, policies, and restrictions set forth therein, the GP Entities generally have broad discretionary authority to determine, without obtaining consent from investors in such Fund except and only to the extent specifically set out in the relevant Fund’s governing agreements, the investments to be bought or sold on behalf of the Fund. ARK generally enters into a written investment management agreement with each client granting such discretionary authority. please register to get more info

Voting Client Securities ARK has taken steps to ensure that voting with respect to proxy proposals, amendments, consents or resolutions (collectively, “proxies”) is exercised in a manner that serves the best interest of its clients, as determined by ARK (or the relevant GP Entity) in its sole discretion. From time to time, conflicts may arise between the interests of the investor in a Fund, on the one hand, and the interests of ARK or its affiliates, on the other hand. If ARK determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, ARK will address matters involving such conflicts of interest on a case-by-case basis in a fair and equitable manner, subject to legal, regulatory, contractual or other applicable considerations. ARK, in its sole discretion, may elect not to vote a proxy if unduly burdensome. In the event of a material conflict of interest, the matter in question may be presented to the limited partner advisory committee or similar body of a Fund, as applicable, in accordance with terms of that Fund’s constituent documents. Investors in a Fund may not direct how any interests in a company held by a Fund may be voted. Investors may obtain a copy of our policies and procedures relating to proxy voting as well as a record of the proxy votes made in respect of assets held by the Funds by emailing the Chief Compliance Officer at [email protected] or by writing to the address listed on the cover page of this Brochure. please register to get more info

Financial Information ARK has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to meet any contractual obligations to its clients. please register to get more info