Resource Capital Investment Corporation (hereinafter referred to as “RCIC”) is an investment
advisory firm with its principal place of business in Carlsbad, California and was founded in 1998.
RCIC is owned by Sprott U.S. Holdings, Inc., a subsidiary of Sprott Inc. (“Sprott”), a Canadian
public company. RCIC was registered with the U.S. Securities and Exchange Commission (“SEC”)
as an investment adviser on May 17, 2013. Sprott Resource Lending Partnership (“SRLP”), Sprott
Private Resource Streaming and Royalty (Management), LP (“SRSP”), Sprott Resource Lending
(US Manager) Corp. (“SRLC US”), and Sprott Resource Streaming and Royalty (US Manager)
Corp. (“SRSC US”) are each registered as a relying investment adviser in accordance with SEC
guidance under the Advisers Act. RCIC, SRLP, SRSP, SRLC US, and SRSC US are collectively
referred to as the “Advisers.”
Partnerships
RCIC, a Nevada corporation, serves as the general partner of various investment partnerships
intended for sophisticated investors (such sophisticated investors of any Fund (as defined below)
are referred to herein as “Limited Partners”) that invest in companies engaged in natural resources
and related industries. The partnerships currently managed by the Advisers are as follows: (1)
Exploration Capital Partners 2005 Limited Partnership (“Explo 2005”); (2) Natural Resource
Income Investing Limited Partnership (“NRIILP”); and (3) Exploration Capital Partners 2014
Limited Partnership (“Explo 2014”) (each hereinafter referred to as a “Partnership”). Following
the departure of portfolio manager Arthur Richards Rule IV, investment management
responsibilities for the Partnerships were transferred to an investment committee comprised of
existing portfolio managers of the Advisers (the “Partnership Investment Committee”). Rule
Advisors LLC (“Rule Advisors”), an investment adviser wholly owned by Mr. Rule, registered as
an investment adviser under the Advisers Act effective as of May 20, 2021. On May 20, 2021,
Rule Advisors was engaged as the sub-adviser to the Partnerships, and consequently, Mr. Rule
resumed discretionary investment management activities and certain solicitation activities on
behalf of the Partnerships. The Advisers note that registration with the SEC as an investment
adviser does not imply a certain level of skill or training.
Master-Feeder, Lending Funds II and III, Streaming Fund, Streaming Fund Annex, Evergreen
Lending Fund and Structured Opportunities Fund
SRLP advises seven private funds, all of which are part of a master-feeder structure: (1) Sprott
Private Resource Lending II, LP, a limited partnership established under the laws of the Province
of Ontario for Canadian investors (the “Canadian Partnership (II)”); (2) Sprott Private Resource
Lending II (US), LP, a limited partnership established under the laws of the Province of Ontario
for U.S. taxable investors (the “US Partnership (II)”); (3) Sprott Private Resource Lending II
(International), LP, a limited partnership formed under the laws of the Province of Ontario for U.S.
tax-exempt and non-U.S. and non-Canadian investors (the “International Partnership (II)”); (4)
Sprott Private Resource Lending II (US-AIS), LP, a limited partnership established under the laws
of the Province of Ontario (the “US-AIS Partnership”); as well as (5) Sprott Private Resource
Lending II (Cal-Co-invest), LP, a limited partnership established under the laws of the Province of
Ontario for certain U.S. tax-exempt and non-U.S. and non-Canadian investors (the “US-AIS
Partnership”); (5) Sprott Private Resource Lending II (Collector), LP, a limited partnership
established under the laws of the Province of Ontario (the “Collector Partnership (II)”); (6) Sprott
Private Resource Lending (Cal-Co-invest), LP, a limited partnership established under the laws of
the Province of Ontario (the “Cal-Co-investment Partnership (Lending)”); and (7) Sprott Private
Resource Lending (P-Co-Invest), LP, a limited partnership established under the laws of the
Province of Ontario (the “P-Co-investment Partnership”). Each of the Canadian Partnership (II),
the US Partnership (II), the International Partnership (II) and the US-AIS Partnership invest as
parallel funds and invest in the same loans and securities, and invest substantially all of their assets
in the Collector Partnership (II). These entities are private funds and were closed for investment
on April 30, 2020.
The Canadian Partnership (II), the US Partnership (II), the International Partnership (II), the US-
AIS Partnership and the Collector Partnership (II) are collectively referred to as the “Lending Fund
II.” Each of the Cal-Co-investment Partnership (Lending) and the P-Co-investment Partnership is
a co-investment vehicle that invests alongside Lending Fund II and Lending Fund III (as defined
below) from time to time.
SRLP advises five additional private funds, all of which are part of a master-feeder structure: (1)
Sprott Private Resource Lending III (Canadian), LP, a limited partnership established under the
laws of the Province of Ontario principally for Canadian investors (the “Canadian Partnership
(III)”); (2) Sprott Private Resource Lending III (US), LP, a limited partnership established under
the laws of the Province of Ontario principally for U.S. taxable investors (the “US Partnership
(III)”); (3) Sprott Private Resource Lending III (International), LP, a limited partnership formed
under the laws of the Province of Ontario principally for certain U.S. tax-exempt and non-U.S. and
non-Canadian investors (the “International Partnership (III)”); (4) Sprott Private Resource Lending
III (AIV), LP, a limited partnership established under the laws of the Province of Ontario for certain
U.S. tax-exempt and non-U.S. and non-Canadian investors (the “AIV Partnership”); and (5) Sprott
Private Resource Lending III (Collector-1), LP, a limited partnership established under the laws of
the Province of Ontario (the “Collector Partnership (III)”). Each of the Canadian Partnership (III),
the US Partnership (III), the International Partnership (III) and the AIV Partnership invest as
parallel funds and invest in the same loans and securities and invest substantially all of their assets
in the Collector Partnership (III). These entities are private funds.
The Canadian Partnership (III), the US Partnership (III), the International Partnership (III), the
AIV Partnership and the Collector Partnership (III) are collectively referred to as the “Lending
Fund III.”
SRLP advises the Sprott Resource Lending and Opportunities Master LP, a limited partnership
established under the laws of Delaware for U.S. taxable investors (the “Evergreen Master”), which
is part of a master-feeder structure. Sprott Resource Lending and Opportunities LP, a limited
partnership established under the laws of the Province of Ontario for Canadian, U.S. tax-exempt
and non-U.S. and non-Canadian investors(the “Evergreen Feeder”), which is managed by Sprott
Asset Management LP, an affiliate of SRLP and RCIC, acts as a feeder fund and invests
substantially all of its capital in the Evergreen Master. These entities are open-ended private funds.
The Evergreen Master and Evergreen Feeder are collectively referred to as the “Evergreen Fund.”
SRLP advises the Sprott Resource Lending and Opportunities Master LP, a limited partnership
established under the laws of Delaware for U.S. taxable investors (the “Evergreen Master”), which
is part of a master-feeder structure. Sprott Resource Lending and Opportunities LP, a limited
partnership established under the laws of the Province of Ontario for Canadian, U.S. tax-exempt
and non-U.S. and non-Canadian investors(the “Evergreen Feeder”), which is managed by Sprott
Asset Management LP, an affiliate of SRLP and RCIC, acts as a feeder fund and invests
substantially all of its capital in the Evergreen Master. These entities are open-ended private funds.
The Evergreen Master and Evergreen Feeder are collectively referred to as the “Evergreen Fund.”
SRLP is a relying adviser in reliance on RCIC’s SEC registration with respect of all funds managed
by SRLP.
SRSP advises the following private funds, all of which are part of a master-feeder structure: (1)
Sprott Private Resource Streaming and Royalty (US), LP, a limited partnership established under
the laws of the Province of Ontario for U.S. taxable investors (the “US Partnership (Streaming)”);
(2) Sprott Private Resource Streaming and Royalty (Canada), LP, a limited partnership established
under the laws of the Province of Ontario for Canadian investors (the “Canadian Partnership
(Streaming)”; (3) Sprott Private Resource Streaming and Royalty (International), LP, a limited
partnership established under the laws of the Province of Ontario for U.S. tax-exempt and non-
U.S. and non-Canadian investors(the “International Partnership (Streaming)”); (4) Sprott Private
Resource Streaming and Royalty (US-AIS), LP, a limited partnership established under the laws
of the Province of Ontario for certain U.S. tax-exempt and non-U.S. and non-Canadian investors
(the “US-AIS Partnership (Streaming)”); (5) Sprott Private Resource Streaming and Royalty
(Collector), LP, a limited partnership established under the laws of the Province of Ontario (the
“Collector Partnership (Streaming)”); (6) Sprott Private Resource Streaming and Royalty (Cal-Co-
Invest), LP, a limited partnership established under the laws of the Province of Ontario (the “Cal-
Co-investment Partnership (Streaming)”); (7) Sprott Private Resource Streaming and Royalty
(OPERF-Co-Invest), LP, a limited partnership established under the laws of Delaware (the
“OPERF-Co-investment Partnership (Streaming)”); (8) Sprott Private Resource Streaming and
Royalty (BR-Coinvest), LP, a limited partnership established under the laws of the Province of
Ontario (the “BR-Co-investment Partnership (Streaming)”); (9) Sprott Private Resource Streaming
and Royalty Annex (US), LP, a limited partnership existing under the laws of the Province of
Ontario (the “US Partnership (Streaming Annex)”); (10) Sprott Private Resource Streaming and
Royalty Annex (Canada), LP, a limited partnership existing under the laws of the Province of
Ontario (the “Canadian Partnership (Streaming Annex)”); and (11) the Sprott Private Resource
Streaming and Royalty Annex (LACERA-Co-Invest), LP (“LACERA-Co-investment Partnership
(Streaming Annex”), a Delaware limited partnership. The US Partnership (Streaming), the
Canadian Partnership (Streaming), the International Partnership (Streaming), the US-AIS
Partnership (Streaming) and the Collector Partnership (Streaming) are collectively referred to as
the “Streaming Fund”. The US Partnership (Streaming Annex) and the Canadian Partnership
(Streaming Annex) are collectively referred to as the “Streaming Fund”. Each of the Cal-Co-
investment Partnership (Streaming), the OPERF-Co-investment Partnership (Streaming) and the
BR-Co-investment Partnership (Streaming) is a co-investment vehicle that invests alongside the
Streaming Fund from time to time. The LACERA-Co-investment Partnership (Streaming Annex)
is a co-investment vehicle that invests alongside the Streaming Fund Annex from time to time.
SRSP is a relying adviser in reliance on RCIC’s SEC registration with respect to all funds managed
by SRSP.
The LACERA-Co-investment Partnership (Streaming Annex), the Cal-Co-investment Partnership
(Lending), the P-Co-investment Partnership, the Cal-Co-investment Partnership (Streaming), the
OPERF-Co-investment Partnership (Streaming) and the BR-Co-investment Partnership
(Streaming) are collectively referred to as the “Co-Investment Partnerships”.
Other Funds
Each of the Canadian Partnership (II), the US Partnership (II), the International Partnership (II),
Sprott Private Resource Lending II, LLC (“Blocker LLC (II)”), Sprott Private Resource Lending
II (US), LLC (“Blocker II US LLC”), Sprott Private Resource Lending II (Collector-2), LP (“US
Collector Partnership II” and, together with Blocker LLC (II) and Blocker II US LLC, the “LF II
Blockers”), the Canadian Partnership (III), the US Partnership (III), the International Partnership
(III), the AIV Partnership, the Collector Partnership (III), the Cal-Co-investment Partnership
(Lending), the P-Co-investment Partnership, Sprott Private Resource Lending III, LLC (“Blocker
LLC (III)”), Sprott Private Resource Lending III (US), LLC (“Blocker III US LLC”), Sprott Private
Resource Lending III (Collector-2), LP (“US Collector Partnership III” and, together with Blocker
LLC (III) and Blocker III US LLC, the “LF III Blockers”), the US Partnership (Streaming), the
International Partnership (Streaming), the Canadian Partnership (Streaming), the Cal-Co-
investment Partnership (Streaming), the OPERF-Co-investment Partnership (Streaming), the BR-
Co-investment Partnership (Streaming), Mid Tennessee Royalty Co-Invest, LP (“Tennessee
Royalty Blocker”), Sprott Resource Streaming and Royalty (US-AIS), LLC (“US-AIS Streaming
Blocker”), Sprott Resource Streaming and Royalty (US) LLC (“US Streaming Blocker”), Sprott
Private Resource Streaming and Royalty (Collector-2), LP (“US Collector Partnership
(Streaming)” and, together with Tennessee Royalty Blocker, US-AIS Streaming Blocker and US
Streaming Blocker, the “Streaming Blockers”), Sprott Private Resource Streaming and Royalty
Annex (US), LLC (“US Streaming Annex Blocker”), Sprott Private Resource Streaming and
Royalty, Annex (US Collector), LP (“US Collector Partnership (Streaming Annex)” and together
with US Streaming Annex Blocker, the “Streaming Annex Blockers”), the LACERA-Co-
investment Partnership (Streaming Annex),, and the Evergreen Fund is referred to in this Brochure
as a “Client” or “Fund”, along with other funds advised by the Advisers as identified above.
SRLC US
The LF II Blockers function as a separately-managed blocker entities for the International
Partnership (II), the US Partnership (II) and the Canadian Partnership (II) with respect to
investments (“Lending Fund II US Managed Investments”) other than investments in any of the
following (collectively, “Non-US Managed Investments”): (a) shares of the capital stock of a
corporation or an interest in any other person, other than an interest, the disposition of which would,
based on the determination of SRLP, give rise to or subject non-Canadian investors to Canadian
tax payment and/or filing obligations; (b) indebtedness; (c) annuities; (d) commodities or
commodities futures that are purchased or sold, directly or indirectly in any manner whatever, on
a commodities or commodities futures exchange; (e) currencies; and (f) options, interests, rights
and forwards and futures agreements in respect of property described in clause (a) through (e)
above or an agreement under which obligations are derived from interest rates, from the price of
property described in clause (a) through (e) above, from payments made in respect of such a
property by its issuer to holders of such property, or from an index reflecting a composite measure
of such rates, prices or payments, whether or not the agreement creates any right in or obligations
regarding the referenced property itself. Similarly, the LF III Blockers function as separately
managed blocker entities for the Canadian Partnership (III), the US Partnership (III) and the AIV
Partnership with respect to investments (the “Lending Fund III US Managed Investments”) other
than Non-US Managed Investments.
SRLC US provides investment advisory services to the LF II Blockers, the LF III Blockers and the
Structured Opportunities Blockers, including sourcing, evaluating, negotiating, overseeing,
managing and disposing of the Lending Fund II US Managed Investments, the Lending Fund III
US Managed Investments and the Structured Opportunities US Managed Investments. SRLC US
is a relying adviser in reliance on RCIC’s SEC registration with respect to all funds managed by
SRLC US.
SRSC US
The Streaming Blockers function as separately managed blocker entities for the US-AIS
Partnership (Streaming) and the US Partnership (Streaming) with respect to investments (the
“Streaming US Managed Investments”) other than Non-US Managed Investments.
The Streaming Annex Blockers function as separately managed blocker entities for US Partnership
(Streaming Annex) with respect to investments (the “Streaming Annex US Managed Investments”)
other than Non-US Managed Investments.
SRSC US provides investment advisory services to the Streaming Blockers, and the Streaming
Annex Blockers including sourcing, evaluating, negotiating, overseeing, managing and disposing
of Streaming US Managed Investments and Streaming Annex US Managed Investments,
respectively. SRSC US is a relying adviser in reliance on RCIC’s SEC registration with respect to
all funds managed by SRSC US.
Advisory Services
The Advisers’ investment advisory services to the Funds include sourcing, evaluating, negotiating,
overseeing, managing and disposing of investments in the natural resources industry. The Advisers
tailor their advisory services in accordance with each Fund’s investment strategy as disclosed in
such Fund’s offering documents. Further specific details of the Advisers’ advisory services are set
forth in each Fund’s respective private placement memorandum, management agreement and
partnership agreement or similar governing document. Investors in the Funds participate in the
overall investment program for the applicable Funds but can be excused from a particular
investment due to legal, regulatory or other applicable constraints.
Side Letters
The Advisers are permitted to enter and have entered into side letters or other similar agreements
with certain investors that have the effect of establishing rights under, supplementing or altering a
Fund’s partnership agreement or an investor’s subscription agreement. Such rights or alterations
could be regarding economic terms, fee structures, excuse rights, information rights, co-investment
rights (including the provision of priority allocation rights to limited partners who have capital
commitments in excess of certain thresholds to one or more Funds), or transfer rights. Other side
letter rights are likely to confer benefits on the relevant investor at the expense of the relevant Fund
or of investors as a whole, including in the event that a side letter confers additional reporting,
information rights and/or transfer rights, the costs and expenses of which are expected to be borne
by the relevant Fund. As a result of such rights, certain Limited Partners in the same Fund could
experience different returns or have access to information to which other Limited Partners do not
have access. A Limited Partner’s co-investment rights under a side letter could result in fewer co-
investment opportunities or limited allocations provided to other Limited Partners. For the most
part, any rights established, or any terms altered or supplemented will govern only the investment
of the specific investor and not the terms of a Fund as whole. However, certain additional rights,
in limited cases, could have the effect of increasing the expenses borne by a Fund or its Limited
Partners not party to the particular side letter, including for example with respect to costs incurred
in providing a Limited Partner additional information or reporting. Certain such additional rights
but not all rights, terms or conditions will likely be elected by certain sizeable investors with “most
favored nations” rights pursuant to a Fund’s limited partnership agreement. In addition, the
Advisers generally make such side letters relating to a particular Fund available to all limited
partners of such Fund that have entered into a side letter with a “most favored nations” clause.
Typically, the investors with a side letter do not pay a management fee or make a carried interest
distribution to RCIC or any of its affiliates however a specific agreement between the Limited
Partner and the General Partner could result in a management fee being charged on the assets as
the parties agree in a side letter.
The information provided herein about the investment advisory services provided by the Advisers
is qualified in its entirety by reference to the Clients’ offering materials and limited partnership
and subscription agreements or similar governing documents.
As of December 31, 2023, the Advisers collectively managed $3,552,398,760, with $518,866,996
of this number in non-discretionary assets. There was an additional amount of $1,516,235,558 of
uncalled capital for Lending Funds II and III, Streaming Fund, Streaming Fund Annex, and
Structured Opportunities Fund, with an additional amount of $243,200,696 of uncalled capital in
non-discretionary funds.