Resource Land Holdings LLC (“RLH” or “the Advisor”) was formed in 1998. RLH has more than
21 years of experience in sourcing, underwriting and managing real estate equity and debt
investments in the United States. The owners of RLH are: B. Joseph Leininger, James W.
Geisz and Aaron M. Patsch (collectively, the “Senior Managers”). As of December 31, 2023,
RLH managed $297,091,623 on a discretionary basis.
The Advisor provides investment advisory services to a private pooled investment fund (Resource
Land Fund V, LP the “Fund”). The Fund advised by RLH is a private pooled investment fund
organized primarily for the purpose of investing in agriculture, timber and mining properties and
other real estate-related assets and securities in the U.S. The Advisor seeks to build sustainable
partnerships and joint ventures with owners and managers in a variety of real estate-related asset
classes around the country.
Within the private fund structure, there is a designated general partner (Resource Land Holdings
V, LLC the “General Partner”). The General Partner is considered to be an affiliate of the Advisor
for the purposes of this Brochure and is controlled by one or more of the Senior Managers.
RLH formulates the Fund’s investment objectives, and facilitates the acquisition, management,
monitoring, and disposition of the Fund’s investments. The Advisor provides investment advice
directly to the Fund and not individually to the Fund’s limited partners (“Investors”). RLH does not
consider the Investors’ individual investment objectives when managing the Fund. RLH manages
the assets of the Fund in accordance with the terms of the Fund’s private placement memorandum
and individual limited partnership agreements (“Partnership Agreement”), or any other governing
documents applicable to the Fund (together, the “Governing Fund Documents”). All terms are
generally established at the time of the formation of the Fund and may only be amended, modified
or waived in accordance with the Governing Fund Documents.
From time to time, the General Partner may enter into side letters (“Side Letters”) or other similar
agreements with particular Investors with respect to the Fund without the approval of any other
Investor in the Fund, which have the effect of establishing rights under, altering or supplementing
the terms of the Fund’s Governing Fund Documents with respect to such Investor in a manner more
favorable to such Investor than those applicable to other Investors in the Fund. Such Side Letters
may entitle an Investor to make an investment in the Fund on terms other than those described in the
Partnership Agreement. Any such terms, including with
respect to (i) confidentiality, (ii) regulatory
matters, (iii) reporting obligations, (iv) transfers to affiliates or (v) any other matters described
therein, may be more favorable than those offered to any other Investors.
Investors do not participate in the investment decisions made by the Fund and may only make
withdrawals from the Fund as permitted under very limited circumstances by the Governing Fund
Documents.
The Fund expects to make investments through partnerships, joint ventures or other entities. Such
investments may involve risks not present in direct property investments, including, for example,
the possibility that a joint venture partner of the Fund might: (i) become bankrupt, (ii) have
economic or business interests or goals which are inconsistent with those of the Fund, or (iii) be in
a position to take action contrary to the Fund’s objectives. Additionally, the Fund may be liable for
actions of its joint venture partners.
RLH is engaged in activities through other entities including the ongoing management and operation
of properties in the same asset categories in which the Fund will invest. Certain of these entities
have capital yet to invest, although such investments are limited to add-on investments or working
capital injections. Investments would be made by these entities separately from the Fund. RLH, in
its capacity as general partner of the managing member of these entities, will determine in its
discretion the opportunities in which these entities may invest.
The Advisor may establish one or more parallel investment funds for certain types of investors,
which will generally invest proportionately in all investments and dispose of investments on
effectively the same terms and conditions as the Fund. Therefore, the interests of RLH, and the
investors in other entities and any corresponding parallel funds may be consistent from time to time
with, and in other cases may differ from, the interests of the Investors in the Fund. There is no
guarantee Investors in the Fund will share in the same investment opportunities available to
investors in other entities managed by RLH.
Limited partnership interests in the Fund are not registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and the Fund is not registered under the U.S. Investment
Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests or
shares in the Fund are offered and sold exclusively to Investors satisfying the applicable eligibility
and suitability requirements for private placement transactions within the United States.
The fair values of the investments held by the Fund are estimated by RLH generally quarterly.