The Adviser was formed in 2019. The Adviser is an investment advisory firm with its headquarters
in Plymouth, Minnesota. The general partner of the Adviser is Rice Park Capital Management LLC, a
Delaware limited liability company, which is itself owned and controlled by Nicholas Smith. Nicholas
Smith is the Chief Executive Officer of the Adviser.
The Adviser provides investment advisory, management and other services on a discretionary and
non-discretionary basis to private investment funds (each a “Fund” or “Client”, and collectively, the
“Funds” or “Clients”), for sophisticated, qualified investors (“Investors” or “Limited Partners”).
Certain of the Funds are managed by a separate general partner entity controlled by the Adviser
(each, a “Fund GP”). Each Fund GP related to the Adviser is, or will be, subject to the Advisers Act
pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also describes the
business practices of the Fund GPs, which operate as a single advisory business together with the Adviser.
The Governing Documents (defined below) of each Client may also provide for the establishment of parallel
or other alternative investment vehicles in certain circumstances. Investors may participate in such vehicles
for the purposes of certain investments, and if formed, such vehicles would also become Clients of the
Adviser.
The Adviser’s investment advisory services to the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring investments, and
achieving dispositions for such investments.
The investment objective for each of the Funds is to attempt to achieve an investment return for
investors through capital appreciation, dividends, or both, using different investment strategies for each
Fund. Currently, the Adviser manages Funds with investment strategies that include: (i) investments in
residential mortgage servicing rights; (ii) investments in residential credit, including operating companies
focused on originating residential transition loans (e.g., “fix & flip” loans) and rental term loans (SFR); (iii)
strategic equity (venture capital) investments in start-ups and early-stage companies with a focus on
technology-enabled companies operating in the real estate and financial service sectors; and (iv) co-
investment strategies with respect to the Adviser’s strategic equity (venture capital) investment strategy.
The Adviser’s advisory services to the Funds are detailed in the applicable private placement
memoranda or other offering documents, investment management agreements, limited partnership or other
operating agreements
(each, a “Partnership Agreement”), subscription agreements or similar governing
documents (along with the Partnership Agreements, the foregoing are collectively, referred to as the
“Governing Documents”), and are further described below under Item 8, “
Investment Objectives,
Strategies, and Risk of Loss.” While it is anticipated that each of the Adviser’s Clients will follow one or
more of the strategies described above, the Adviser may tailor the specific advisory services with respect
to any Client to the individual investment strategy of that Client. In addition, the Governing Documents of
Clients may, in certain limited circumstances, impose restrictions on investing in certain securities or types
of securities, for example in connection with regulatory or compliance reasons.
Investors in the Funds participate in the overall investment program for the applicable Fund but
may be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances
pursuant to the relevant Governing Documents. The Funds, the Adviser and the Fund GPs have, and may
in the future, entered into side letters or other similar agreements (“Side Letters”) with certain Investors
that have the effect of establishing rights under, or altering or supplementing the terms (including economic
or other terms) of, the relevant Governing Documents with respect to such Investors. See also
“Side
Letters” under Item 8 below.
From time to time and as permitted by the relevant Governing Documents, the Adviser has
provided, and expects to provide (or to agree to provide) in the future, co-investment opportunities
(including the opportunity to participate in co-invest vehicles) to Limited Partners, third party co-investors,
other Clients or any of their respective affiliates (including, without limitation, one or more
successor funds) and/or one or more accounts maintained for the benefit of the Adviser, the principals
of the Adviser, or one or more of their respective affiliates. The Adviser and its affiliates will act in a
manner appropriate and consistent with the Adviser’s fiduciary duties in allocating investment opportunities
between and among the applicable Fund and any co-investors. The Adviser maintains policies and
procedures regarding allocation of investment opportunities. See Item 6 below for more information on
side-by-side management.
As of December 31, 2023, the Adviser manages approximately $ 25.7 million in Client assets on a
discretionary basis, and approximately $880.6.0 million in Client assets on a non-discretionary basis.
1