Item 4 Advisory Business
RCP Advisors 2, LLC (“RCP 2”) and RCP Advisors 3, LLC (“RCP 3” together with RCP 2, “RCP”
or the “firm”), each a Delaware limited liability company, are investment advisers registered with
the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”). RCP 3 is a relying adviser of RCP 2. RCP 2 and RCP 3 each operate as
indirect majority-owned1 subsidiaries of P10, Inc. (NYSE: PX), a publicly held company (“P10”).
Members of RCP’s senior management and other employees own shares in P10.
RCP 3 is headquartered in Chicago, Illinois. RCP 2 is headquartered in Dallas, Texas. RCP has
a satellite office in Bethesda, Maryland.
RCP is affiliated and shares common officers and directors with RCP Advisors, LLC (“RCP 1”),
which is separately registered as an investment adviser with the SEC. The senior management of
RCP also serves as senior management of RCP 1 and is responsible for each firm’s day-to-day
operations. RCP 1 was founded in 2001 and is headquartered in Chicago, Illinois. Although RCP
and RCP 1 are under different ownership, the three investment advisers generally operate together,
with RCP 3 generally providing the employees and day-to-day investment management services.
Through the P10 ownership structure, RCP is affiliated with a number of investment advisers, each
independently operated by a distinct management team and registered as an investment adviser
with the SEC. Additional information regarding these relationships is set forth in Item 10 herein.
RCP provides investment advisory services to private equity funds-of-funds and funds that invest,
either directly or indirectly through special purpose vehicles, in companies alongside unaffiliated
private equity sponsors (collectively, the “RCP Fund(s)”). For RCP Funds formed prior to 2011,
RCP 1 serves as investment manager and has delegated investment responsibilities to RCP 3 as
sub-adviser. For RCP Funds formed between 2011 and 2015, RCP 2 serves as investment manager
and has delegated investment responsibilities to RCP 3 as sub-adviser. It is not anticipated that
RCP 1 will advise any newly formed RCP Funds or accept additional advisory clients.
Furthermore, the investment periods of all of the RCP Funds formed prior to 2011 have expired.
For RCP Funds formed after 2015, either RCP 2 or RCP 3 serves as investment manager. RCP 3
provides investment advisory services to clients of RCP 1 and to certain clients of RCP 2 through
a sub-advisory agreement with RCP 1 and RCP 2, respectively.
In addition to managing the RCP Funds, RCP also provides discretionary or non-discretionary
advisory services to Separate Accounts (as defined below) with respect to investments in private
equity funds, secondary opportunities and direct private equity investment opportunities. As used
herein, the term “clients” refers to the RCP Funds and any Separate Accounts, unless the context
requires otherwise.
1 Certain WTI (defined below) persons own a small minority interest of less than five percent in an intermediate
subsidiary of P10.
RCP has developed and implements the investment strategies described below on behalf of clients,
in accordance with the governing documents or advisory agreement of the applicable client. A
client may pursue one or more of the investment strategies.
Primary Funds – offering pooled investment opportunities in unaffiliated
underlying private equity funds (“underlying funds”);
• Secondary Funds – offering pooled investment opportunities in unaffiliated
underlying funds primarily through secondary market purchases and, to a lesser
extent, opportunities in certain direct or indirect interests in operating companies
and certain other strategies;
• Direct Funds – offering pooled investment opportunities in direct or indirect
interests in operating companies made alongside unaffiliated private equity
sponsors leading such investments;
•
Multi-Strategy Funds – offering pooled investment opportunities in unaffiliated
primary investments, secondary investments and direct investments by generally
making such investments alongside Primary Funds, Secondary Funds and Direct
Funds;
•
SBIC Fund – offering pooled investment opportunities in unaffiliated underlying
SBIC funds and, to a lesser extent, direct co-investment opportunities as part of a
general mezzanine investment strategy;
• Small and Emerging Funds (“SEFs”) – offering pooled investment opportunities
in unaffiliated underlying funds sponsored by small and “emerging managers”
raising institutional capital generally for their first or second fund and that generally
target $300 million or less in aggregate capital commitments; and
• DEI Fund – offering pooled investment opportunities in unaffiliated underlying
funds with a focus on diverse managers, as further described in the applicable
offering documents.
RCP’s advisory services generally include the identification, evaluation and selection of
investment opportunities; performance of due diligence
in connection with such potential
investments; negotiation of investment terms; and monitoring the performance of each client’s
portfolio. With the exception of the SBIC Fund, the RCP investment strategies are primarily
focused on the small buyout segment of the private equity market.
RCP manages the RCP Funds on a discretionary basis, in accordance with the terms of each RCP
Fund’s governing documents. Because RCP provides advisory services to the RCP Funds, such
services are generally not tailored to the needs of individual investors. Investors in the RCP Funds
participate in the overall investment program for the applicable fund and are generally not
permitted to impose restrictions on investing in certain securities or types of securities, but may be
excused from a particular investment due to legal, tax, regulatory or other applicable constraints,
as described in the applicable governing documents. See Item 8, “Methods of Analysis, Investment
Strategies and Risk of Loss—Side Letters.”
In addition to the commingled RCP Funds, RCP has established separately managed accounts for
institutional clients (“Separate Accounts”). Unlike the RCP Funds, Separate Accounts (i) tailor
their investment objectives to the specific needs of the Separate Account client (as set forth in an
investment advisory agreement or other governing document) and/or (ii) are subject to different
terms and fees than those of the RCP Funds. Such Separate Account investment objectives and
restrictions, fee schedules and terms are individually negotiated. In managing these customized
offerings, RCP generally uses the research and due diligence techniques it employs in its
management of the RCP Funds. Separate Accounts are generally subject to significant account
minimums, as described in Item 7, “Types of Clients.”
Where RCP provides non-discretionary advisory services to clients, RCP makes recommendations
to the clients to invest in various private equity funds, secondary opportunities and direct private
equity investment opportunities generally using the research and due diligence techniques RCP
employs in its management of the RCP Funds. Non-discretionary clients are not obligated to make
any recommended investment.
To facilitate participation by multiple clients, certain investments may be structured through a
special purpose investment vehicle organized by RCP (each, an “Aggregator Vehicle”). Clients
participating in such investments will be responsible for their pro rata portion of the costs and
expenses associated with the formation and operation of the Aggregator Vehicle.
As a general matter, for RCP Funds formed after 2020, each vintage of RCP Fund consists of a
U.S. domiciled limited partnership and a Luxembourg special limited partnership, which will
generally invest side-by-side on a pari passu basis, to the extent practicable. Certain investors may
elect to invest in an RCP Fund through a feeder vehicle that invests exclusively in the applicable
RCP Fund (each such vehicle, a “Feeder Fund”). Feeder Funds may be domestic or foreign
entities. While RCP serves as investment manager of the RCP Funds, each RCP Fund generally
has a distinct general partner that is responsible for the daily operations of such RCP Fund,
excluding the selection of such RCP Fund’s investments, provided that certain RCP Funds and
their Feeder Funds may be operated by the same general partner. The general partner for each
RCP Fund is an affiliate of RCP. RCP has formed, and intends to form in the future, investment
vehicles to facilitate investments in multiple RCP Funds.
Interests in the RCP Funds are offered on a private placement basis. The interests are not registered
under the Securities Act of 1933, as amended (the “Securities Act”), or under state securities laws,
and rely on exemptions contained in the Securities Act and in state securities laws for transactions
not involving a public offering. The RCP Funds are also exempt from registration under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). Prior to
investing in an RCP Fund, including any Feeder Fund or parallel fund, each investor must complete
a subscription agreement and investor eligibility questionnaire.
As of December 31, 2023, RCP managed approximately $11,722,383,677 in client assets on a
discretionary basis. In addition, as of December 31, 2023, RCP managed approximately
$1,930,312,716 in client assets on a non-discretionary basis. These amounts represent the firm’s
regulatory assets under management (“RAUM”) and were calculated using the sum of (i) the
estimated value for such assets plus (ii) the amount of remaining unfunded commitments with
respect thereto. All RAUM reported in this brochure are unaudited, good faith estimates subject to
change without notice.
RCP also provides certain other services which do not constitute investment advisory services.
These services are described in Item 10, “Other Financial Industry Activities and Affiliations.”