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The Riverside Company: investment adviser
Riverside Partners, LLC, doing business as The Riverside Company, is an investment adviser registered with the SEC (file 801-73686, CRD 160523). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $13.5B
- Discretionary
- 100%
- Accounts
- 125
- Employees
- 248
- In advisory roles
- 108
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 123 | $13.5B | 99.9% |
| Insurance companies | 2 | $14.8M | 0.1% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
- Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Riverside Global Partners, LLC | Company (U.S.) | Sole managing member - riverside partners, LLC | E 75% or more | Dec 2007 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Stewart Allen Kohl | Riverside Global Partners, LLC Member | Person | F General partner, trustee or managing member | Yes | |
| Bela (NMN) Szigethy | Riverside Global Partners, LLC Member Management Company, LLC Management Company, LLC Management Company, Member LLC Manager | Person | F General partner, trustee or managing member | Yes | |
| Riverside Investment | Riverside Global | Company (U.S.) | E 75% or more |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Riverside Partners, L.L.C. Part 2A March 2026, filed Mar 30, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Riverside Partners, L.L.C., the registered investment adviser, is a Delaware limited liability company. Riverside Partners and its affiliates (d/b/a The Riverside Company and referred collectively herein as “Riverside” and/or “Adviser” or “Advisers” where context permits) provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere and a limited number of separately managed accounts, including those managed by Riverside’s affiliated investment advisers such as Riverside Europe Partners, LLC and Riverside Asia Partners, LLC (“Relying Advisers”).
Read the rest of Item 4 (1,002 more words)
Such affiliates are currently and would typically be under common control with Riverside Partners and possess a substantial identity of personnel and/or equity owners in common with Riverside Partners. These affiliates have been and may in the future be formed for tax, regulatory or other purposes in connection with the organization of the Funds. One or more of these affiliates currently serve as the general partners of the Funds. The Relying Advisers and general partners of the Funds are subject to the Advisers Act pursuant to Riverside Partners’ registration, in accordance with SEC guidance. The Advisers provide investment supervisory services to the clients listed below and to coinvestment vehicles (“Co-Invest Fund” or “Co-Invest Funds”) (the clients below and the CoInvest Funds are collectively referred to in this Brochure as “Funds”): • Riverside Capital Appreciation Fund VI, L.P.; Riverside Capital Appreciation Fund VI-A, L.P.; RCAF VI AIV II, L.P.; RCAF VI AIV I-A, L.P.; and RCAF VI AIV I-B, L.P. (collectively “RCAF VI”); • Riverside Capital Appreciation Fund VII, L.P.; Riverside Capital Appreciation Fund VIIA, L.P.; and RCAF VII AIV I, L.P. (collectively “RCAF VII”);
RCAF DAWGS, L.P., RCAF CCG, L.P. and RCAF WB, L.P. (collectively, “RCAF Single Asset Funds”);
Riverside Micro-Cap Fund III, L.P. (“RMCF III”);
• Riverside Micro-Cap Fund IV, L.P.; Riverside Micro-Cap Fund IV-A, L.P.; and RMCF IV AIV I, L.P. (collectively “RMCF IV”); • Riverside Micro-Cap Fund IV B, L.P.; Riverside Micro-Cap Fund IV B A, L.P.; and RMCF IV B AIV I, L.P. (collectively “RMCF IV B”);
Riverside Micro-Cap Fund V, L.P.; Riverside Micro-Cap Fund V-A, L.P.; and RMCF V AIV I, L.P. (collectively “RMCF V”);
Riverside Micro-Cap Fund VI, L.P.; Riverside Micro-Cap Fund VI-A, L.P.; and RMCF VI AIV I, L.P. (collectively “RMCF VI”);
• Riverside Strategic Capital Fund I, L.P. and Riverside Strategic Capital Fund I-A, L.P. (collectively “RSCF I”); -3-
Two separate managed accounts that invest in parallel with RSCF I;
RSCF II SBIC, L.P. (“RSCF II”);
Riverside Asia-Pacific Fund II, L.P. (“RAF II”);
Riverside Australia Fund III, L.P. and its feeder funds, including Riverside Australia Fund III Feeder Trust (“RAF III”);
Riverside Australia Fund IV, L.P. and its feeder funds, including Riverside Australia Fund IV Feeder Trust (“RAF IV”);
RAF EE, L.P. (“RAF EE”);
Riverside Europe Fund IV, L.P. (“REF IV”);
Riverside Europe Fund V, L.P. (“REF V”);
Riverside Europe Fund VI, SCSp (“REF VI”);
Riverside Europe Fund VII SCSp (“REF VII”);
REF Fadata, L.P. (“REF Fadata”);
Riverside Software Lending Fund I, L.P. d/b/a RAC Growth Lending Fund I (“RAC I”);
Riverside Acceleration Capital Fund II, L.P. d/b/a RAC Growth Lending Fund II (“RAC II”);
Riverside Acceleration Capital Fund III, L.P. d/b/a RAC Growth Lending Fund III (“RAC III”);
RAC Opportunity Fund I, L.P. d/b/a RAC Growth Equity Fund I and RAC Opportunity Fund II, L.P. d/b/a RAC Growth Equity Fund II (collectively, the “RAC Opportunity Funds”);
Riverside Technology Capital Solutions I, L.P. (“RTCS I”);
Riverside Technology Capital Solutions II, L.P. (“RTCS II Fund”) and Riverside Technology Capital Solutions II Select, L.P. (“RTCS II Select” and collectively with RTCS II Fund, “RTCS II”);
Riverside Value Fund I, L.P., Riverside Value Fund I-A, L.P., RVF I AIV I, L.P., and Riverside Value Fund I-A AIV I, L.P. (collectively “RVF I”);
RVF LMG, L.P. (“RVF LMG”); and
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Riverside Value Fund II, L.P., Riverside Value Fund II-A, L.P. and RVF II AIV I, L.P. (collectively, “RVF II”).
The Funds invest through negotiated transactions in operating entities, generally referred to herein as “Portfolio Companies” (and individually as a “Portfolio Company”). The Advisers’ investment advisory services to the Funds consist of identifying and evaluating investment opportunities, typically in the smaller end of the middle market, negotiating the terms of investments, overseeing such investments during the time they are held by a Fund and achieving dispositions for such investments. Riverside has been in business since 1988 and became registered with the SEC in 2012. Riverside’s principal U.S. offices are in New York, New York and Cleveland, Ohio. As of December 31, 2025, Stewart Kohl and Béla Szigethy (together, the “Managing Members”), through intermediate entities, control and are the majority owners of Riverside. As of December 31, 2025, the Advisers managed approximately $13,530,141,525 in client assets on a discretionary basis. All discussions of the Funds in this Brochure, including but not limited to their investments, the strategies used in managing the Funds, the fees and other costs associated with an investment in the Funds and other terms, are qualified in their entirety by reference to each Fund’s respective private placement memorandum (if any) (each, a “Memorandum”) and limited partnership or similar agreement or other governing document (each, a “Partnership Agreement”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable Fund’s general partner (collectively “General Partner” or “General Partners”, as context permits), and not individually to the limited partners (each, a “Limited Partner” and collectively, the “Limited Partners”) in the Funds. Services are provided to the Funds in accordance with each Fund’s Partnership Agreement. The information included herein about the Funds and any investment vehicles is not and should not be considered an offer of interests in a Fund. In addition, such information is not an offer of, or agreement to provide, advisory services directly to any recipient. This Brochure is designed solely to provide information about Riverside for the purpose of compliance with certain obligations under the Advisers Act. INVESTORS IN THE FUNDS PARTICIPATE IN THE OVERALL INVESTMENT PROGRAM FOR THE APPLICABLE FUND. THE GENERAL PARTNER HAS ENTERED INTO, AND RIVERSIDE EXPECTS IT TO CONTINUE TO ENTER INTO, SIDE LETTERS OR OTHER SIMILAR AGREEMENTS (“SIDE LETTERS”) WITH CERTAIN INVESTORS THAT ESTABLISH DIFFERENT OR PREFERENTIAL RIGHTS OR TERMS, INCLUDING BUT NOT LIMITED TO, DIFFERENT MANAGEMENT FEES AND CARRIED INTEREST PERCENTAGES, COINVESTMENT RIGHTS, THE RIGHT TO BE EXCUSED FROM CERTAIN INVESTMENTS DUE TO LEGAL, REGULATORY, TAX OR OTHER AGREED-UPON CIRCUMSTANCES AND TRANSFER RIGHTS. ALL SUCH RIGHTS AND TERMS ALTER OR SUPPLEMENT THE TERMS OF THE RELEVANT PARTNERSHIP AGREEMENT WITH RESPECT TO SUCH INVESTORS.
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Item 5. Fees and compensation
Management Fees For each Fund where Limited Partners are obligated to pay a management fee, Riverside is paid a management fee quarterly in advance, pursuant to each Fund’s Partnership Agreement (“Management Fee”). Management Fees are paid from the assets of the Funds and are allocated to the capital accounts of the Limited Partners. The cash to pay such Management Fees are almost always funded from drawdowns on a Fund’s capital call subscription line of credit (a “Fund Line”) if one is in place. Such borrowings will be repaid from capital calls from unfunded capital commitments of the Limited Partners. Management Fees may also be paid using cash from interest, dividend or disposition proceeds.
Read the rest of Item 5 (2,236 more words)
The Management Fee payable for any period other than a full three-month period generally is adjusted on a pro rata basis according to the actual number of days in such period, pursuant to the Partnership Agreement of each Fund. Riverside may also be entitled to receive interest on Management Fees from investors admitted to a Fund after its initial closing. Management Fees generally will be payable until the end of a Fund’s partnership term (or extended term, as applicable) or until the Fund is terminated for other reasons. In certain circumstances, the Limited Partners have negotiated with the Advisers that no Management Fee will be charged during a Partnership term extension. Riverside does not have a Management Fee schedule. The Management Fees are negotiated with the Limited Partners of each Fund and are subject to waiver or reduction to certain investors at Riverside’s discretion. Generally, the stated rate, calculation and other terms of the Management Fees for each Fund are disclosed in each Fund’s Partnership Agreements, as may be supplemented by any Side Letters with specific Limited Partners. Adviser employees, independent contractors and certain consultants invest in a Fund through the General Partner or an affiliate of the General Partner. Because the Funds do not pay the Advisers a Management Fee on the capital commitments of the General Partners, the General Partners do not contribute capital to the Funds to pay for the Management Fee nor are they allocated any Management Fee expense to their capital accounts. Therefore, Adviser employees, independent contractors and certain consultants who are investors in the General Partners do not pay a Management Fee. As described further under “Other Compensation,” the Management Fee may be reduced in some circumstances in connection with the receipt by Riverside of various fees paid by actual or prospective portfolio companies. Certain Partnership Agreements permit the General Partner to waive or agree to a reduction of the Management Fee, and any waived or reduced portion of such Management Fee reduces the amount of capital contributions the General Partner would otherwise be required to contribute to the Fund. The General Partner reserves the right to treat any waived portion of a Management Fee installment as a deemed capital contribution by the General Partner. Any such treatment as a deemed capital contribution would require the limited partners of the applicable Fund to contribute capital on an accelerated basis. Waived Management Fees effectively reduce the amount of the Management Fee and thus there is less Management Fee available to be offset as described above. The amount of such waived Management Fees has the potential to be significant. However, many of the Partnership Agreements require the distribution of any excess offset amounts to the applicable Fund’s Limited Partners upon the liquidation of such Fund. -6-
Performance-Based Fees See Item 6 below for information regarding performance-based fees received by the General Partners with respect to the Funds. Other Compensation Portfolio Companies may compensate Riverside for performing certain management and other services through monitoring, directors’, break-up, diligence and/or closing fees (together, “Advisory Fees”) and all or a portion of such Advisory Fees will either offset in whole or in part the Management Fees otherwise payable to Riverside by the Funds or be distributed to the Limited Partners, as specified in the applicable Partnership Agreements. In certain instances where a Fund does not charge a Management Fee, such as RVF LMG and the RCAF Single Asset Funds, all Advisory Fees are retained by the Adviser in accordance with the Partnership Agreement. In certain instances where a Portfolio Company is acquired by a Fund and with co-invest, the Advisory Fees equal to the pro-rata portion of the capital invested by the co-investors are retained by Riverside. In certain instances where a Limited Partner in a Fund does not pay a Management Fee, the pro-rata portion of such fee is retained by Riverside. Riverside generally has discretion over whether to charge Advisory Fees or other similar fees to a Portfolio Company and, if so, the rate, timing and/or amount of such fees. The receipt of such fees may give rise to conflicts of interest which are further discussed under Item 8 herein. Use of Operating Partners As further detailed in the applicable Memorandum and Partnership Agreements of the respective Funds, Riverside and the Portfolio Companies may retain or engage certain experienced operating, financial and sales executives, who may be employees of the Adviser or independent contractors engaged by the Adviser or the Portfolio Companies (“Operating Partners”) to provide services to certain Portfolio Companies in which the Funds invest. Such Operating Partners generally provide services related to the acquisition, holding, growth and improvement of Portfolio Companies, primarily focused on the operational aspects of such companies. In performing these services, Operating Partners may serve in management or policy-making positions at Portfolio Companies. Regardless of the type of engagement of the Operating Partners as described above (i.e., employee of the Adviser or independent contractor of the Adviser or a Portfolio Company), and as permitted by the applicable Partnership Agreements (and, if required, approval by each Fund’s advisory committee (each, an “Advisory Committee”)), Portfolio Companies may pay an Operating Partner directly or reimburse the Adviser for some or all of the compensation paid to an Operating Partner. The costs of such compensation are wholly (in the case of a Fund reimbursement) or partially (generally in the case of a Portfolio Company reimbursement) borne by investors. Compensation received by Operating Partners that are not employees of an Adviser will not offset or reduce Management Fees. Compensation received by Operating Partners that are employees of an Adviser will be applied pro-rata to a respective Fund’s offset provision, except for Funds that have Partnership Agreements that specifically permit the reimbursement of Operating Partners
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who are employees of an Adviser without applying such reimbursement to such Fund’s offset provision. Operating Partners (whether or not they are employees of an Adviser) may be given the opportunity to invest in one or more Funds through the General Partners. Additionally, under certain Funds’ Partnership Agreements, Operating Partners (whether or not they are employees of an Adviser) may receive profits or equity interests (e.g., options) in each Portfolio Company for which they perform services. Operating Partners who are not employees of an Adviser may make use of certain Adviser resources in the course of any such Operating Partner’s service to the Portfolio Companies. These resources include, for example, use of an Adviser’s conference call system and travel booking service. A further description of the services performed by Operating Partners for Portfolio Companies and associated conflicts of interest is discussed under Item 8 herein. Direct and Indirect Fund Expenses As described in the applicable Partnership Agreements, all investors in a Fund typically pay (or reimburse the relevant Adviser) for its organizational expenses up to an amount specified in the Fund’s limited partnership agreement. Typically, a Fund generally pays (or reimburses the relevant Adviser) for its proportionate share of expenses associated with such Fund’s operation, including, without limitation: (i) expenses, including travel and travel-related expenses (such as meal and entertainment expenses of individuals affiliated and unaffiliated with an Adviser), related to evaluating and negotiating prospective and actual investments (including, but not limited to, temporary investments and transactions not consummated (the latter expenses hereinafter referred to as “Broken Deal Expenses”)), including all Broken Deal Expenses relating to transactions that have been offered or would have been offered to co-investors; (ii) certain expenses related to acquiring, holding, managing, monitoring and disposing of actual investments; (iii) Fund indemnification obligations; (iv) expenses associated with the engagement of professionals, including legal, accounting, auditing, valuation, fund administration and investment banking; (v) expenses associated with tax and accounting reports; (vi) tax payment obligations of the Fund; (vii) financing, real estate, title, appraisal, printing, reporting, custody, depositary, transfer and registration expenses; (viii) premiums for insurance (including, for the avoidance of doubt, any payments to a captive insurance company); (ix) expenses associated with Advisory Committee meetings and Limited Partner meetings; (x) expenses incurred in connection with temporary investments, (xi) expenses associated with the restructuring, winding up or liquidation, or amendments to the organizational documents, of the Fund and any related alternative investment vehicles or subsidiaries of the Fund; (xii) regulatory expenses of the applicable General Partner and Adviser; provided that such expenses shall not include any expenses incurred in connection with registration of the General Partners, the Advisers or their affiliates as an investment adviser under the Advisers Act or compliance with such registration; (xiii) expenses not otherwise reimbursed relating to defaults or transfers; (xiv) the proportionate share, as determined in good faith by the General Partner, of the fees, costs and expenses related to maintaining and operating Riverside’s automated database; (xv) the proportionate share, as determined in good faith by the General Partner, of base compensation, bonuses and benefits paid to employees of the Adviser for -8-
their time spent (A) working on FATCA, CRS, BE 10, BE 11 and similar filings on behalf of the Funds and Portfolio Companies, (B) working as attorneys on behalf of the Funds and (C) assisting Portfolio Companies in strategic sourcing opportunities in Asia; and (xvi) expenses incurred in connection with any indebtedness or guarantees of the Fund or any proposed or definitive subscription credit facility or other credit arrangement, in each case that are not (A) borne by the relevant Adviser or (B) allocable to a Co-Invest Fund. Riverside’s policy is to allocate expenses applicable to multiple Funds among such Funds in a fair and equitable manner, consistent with its fiduciary obligations. Co-Invest Funds generally are formed in connection with the consummation of a transaction. Accordingly, where a proposed transaction is not consummated, no Co-Invest Fund generally will have been formed, and the full amount of any Broken Deal Expenses relating to any such proposed transaction would therefore be borne by the Fund or Funds selected by the applicable General Partner as proposed investors for such proposed transaction, unless the proposed co-investors agree to pay their portion of Broken Deal Expenses in advance of consummating the transaction. Co-Invest Funds that have been formed will not be allocated Broken Deal Expenses unless the Co-Invest Fund has determined to participate, in situations in which co-investors have discretion, and the Co-Invest Fund governing documents provide for the allocation of Broken Deal Expenses. Riverside assists Portfolio Companies by leveraging economies of scale to offer various thirdparty services at a discount. Examples of these expenses borne by Portfolio Companies (and indirectly by Limited Partners) include but are not limited to: (i) third-party fees, costs and expenses such as Directors’ & Officers’ Insurance, Director & Officers’ captive premiums and cybersecurity and data privacy consultation, advice and insurance; (ii) the proportionate share, as determined in good faith by the General Partner, of the fees, costs and expenses related to managing any pooled supplies or materials purchasing program used by Portfolio Companies; and (iii) attendance at industry, trade or similar conferences. In no instance will the costs and expenses described in the preceding sentence exceed the actual costs and expenses incurred by Riverside. In addition, the Portfolio Companies (and indirectly, the Limited Partners) will reimburse Riverside for third-party expenses associated with (x) educational and training conferences or events sponsored by the Adviser, including Riverside University, that are attended by employees of Portfolio Companies and (y) services, seminars, resources or other similar programs that are paid for by the Adviser and benefit the Portfolio Companies. Some of the services paid for by Portfolio Companies may serve to benefit Riverside (e.g., Directors’ and Officers’ Insurance). As described in the applicable Memorandum and Partnership Agreements, under specific circumstances, certain Adviser employees or consultants may provide services to Portfolio Companies (in addition to the services they provide to the Advisers), whether on a one-time or continuing basis, that typically could otherwise be performed by unaffiliated third-party consultants or other service providers. In connection with such services, the applicable Advisers may be reimbursed for these costs by such Portfolio Companies or the Funds, including reimbursement for the compensation, bonuses and benefits of a Riverside employee or consultant (i) working full time as a Portfolio Company executive, (ii) providing Asian sourcing advice to the Portfolio Company; (iii) providing legal advice to the Fund or Portfolio Company; (iv) working on FATCA, CRS, BE 10, BE 11 and similar filings on behalf of the Funds and Portfolio Companies or (v) providing technology advisory services, in any case as such applicable Partnership Agreement may permit. The relevant Adviser approves these reimbursements to ensure such -9-
reimbursements are appropriate in light of the position, as well as the Portfolio Company’s industry and stage of development. Such reimbursements do not offset the Management Fee payable by a Fund, unless such Fund’s Partnership Agreement does not provide for such services as a fund expense or the reimbursement exceeds a cap for such expense specified in the Partnership Agreement. Subject to the relevant Partnership Agreements and the paragraphs above, Riverside generally will bear all its own operating and overhead costs and expenses, including rent and, in general, salaries and benefits of its employees. Brokerage Fees Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.
Item 6. Performance-based fees and side-by-side management
Each General Partner receives a carried interest allocation from Limited Partners’ proceeds from the Funds generally equal to 20% of all realized gains after return of all capital contributed by the Limited Partners (including management fees and organizational expenses), subject to a preferred return generally equal to 8% (as more fully described in the Partnership Agreements of each Fund). The carried interest received by a General Partner from the Funds is subject to a potential clawback, most often at the end of the life of the applicable Fund, if the General Partner has received cumulative distributions in excess of the carried interest, as defined in the relevant Funds’ Partnership Agreements.
Read the rest of Item 6 (326 more words)
In certain Funds, the General Partner may be required to hold back a reserve of carried interest earned to fund a potential clawback obligation, the release of which is conditioned on the approval of the Fund’s Advisory Committee. Certain Funds may have an interim clawback test whereby the Funds would have to return any clawback owed to the Limited Partners on the interim clawback test dates. The precise amount of, and the manner and calculation of, carried interest and incentive allocations are detailed in each applicable Fund’s Partnership Agreement. Carried interest may differ from one Fund to another, as well as among Investors in the same Fund. Riverside has authority to waive or reduce carried interest. In addition, Adviser employees, independent contractors, certain consultants, and affiliates who are investors in the General Partners do not pay carried interest. The General Partner may receive carried interest from Limited Partners in certain of the Co-Invest Funds and separately managed accounts in an amount generally between 10% and 20% of all realized gains, sometimes subject to a preferred return (as more fully described in each Fund’s Partnership Agreement). Some of the Co-Invest Funds managed by Riverside are not charged a carried interest. This practice could present a conflict of interest because the General Partners have an incentive to favor co-investors who will pay a carried interest or to offer co-investment amounts higher than it otherwise would. However, the Advisers address this conflict by disclosing in applicable Memorandums that they may accept co-invest from parties that will pay a carried interest. - 10 -
The existence of performance-based compensation has the potential to create an incentive for the General Partner to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although Riverside generally considers performancebased compensation to better align its interests with those of its investors. Additional conflicts with respect to carried interest are discussed under Item 8 herein.
Item 7. Types of clients
The Advisers provide investment advice to the Funds, which include investment partnerships or other investment entities formed under domestic or foreign laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and a small number of separately managed accounts for third-party institutional clients.
Read the rest of Item 7 (191 more words)
The investors participating in the Funds may include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, public and private pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities and may include, directly or indirectly, principals, senior advisors or other current and former employees of the Advisers, members of their families or service providers or their employees retained by the Advisers to perform work for the Advisers, the Funds or the Portfolio Companies. Each Fund’s Memorandum specifies a minimum amount it will accept from Limited Partners, and such minimum amount may be waived at the sole discretion of the General Partner of each Fund. The Funds may include alternative investment vehicles established from time to time in order to permit one or more investors to participate in one or more particular investment opportunities in a manner more favorable for tax, regulatory or other reasons. Alternative investment vehicle general partners generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicle and its related Fund.
Item 8. Methods of analysis, investment strategies and risk of loss
General Investment and Operating Strategy – Private Control Funds The four key elements of the Advisers’ private equity investment strategy and process are: deal origination; transaction review and execution process; post-acquisition management; and exiting and value creation. The Advisers generally seek to acquire Portfolio Companies with attractive market positions that can grow significantly during its period of ownership. After acquiring a Portfolio Company, a Fund will attempt to grow that Portfolio Company, both organically and through add-on acquisitions. While Riverside is a generalist investor, the Advisers have developed industry specializations in areas where they have completed a significant number of transactions or that they see as attractive industries.
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These areas of specialization include health care, specialty manufacturing and distribution, education and training, franchising, business service, industrials and industrial technology, tech-enabled services, and software and IT services. Riverside uses its industry - 11 -
specialization to make more informed investment decisions and as a marketing tool to reach out to intermediaries serving these niches, and to sellers seeking a buyer that has a competitive advantage in their industry. For each Portfolio Company owned by a Fund, the Advisers seek to identify a clear and credible strategy both to increase earnings and qualitatively improve the Portfolio Company, thereby optimizing its exit valuation. A primary focus is to find and acquire add-on acquisitions for Portfolio Companies. Add-ons are generally smaller and often have lower purchase price multiples helping not only grow the Portfolio Company’s business but average down the acquisition cost through multiple arbitrage. The Managing Members and the managers of the relevant Fund (together with the Managing Members, the “Principals”), or other personnel of the Advisers serve on a Portfolio Company’s board of directors or otherwise act to influence control and management of Portfolio Companies in which the Funds have invested. Additionally, as further described below, the Advisers generally utilize Operating Partners who work with the Portfolio Companies to increase sales, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and growth rate. On a selective and limited basis, a Fund may acquire minority equity positions, including positions in public companies where the intent is to gain control of the public company. Following a Fund’s Investment Period, such Fund will no longer actively seek to make new Portfolio Company investments but will pursue add-on acquisitions for existing Portfolio Companies prior to exit and the end of the term of the Fund’s Limited Partnership Agreement. General Investment and Operating Strategy – Non-Control Funds The Adviser manages three different non-control strategies: (i) flexible capital (RSCF I and RSCF II), (ii) small loans to SaaS businesses (RAC I, RAC II and RAC III), as well as the RAC Opportunity Funds, which are minority equity investment funds and (iii) minority investments in technology companies (RTCS I and RTCS II). RSCF I and RSCF II generally invest junior capital in private equity transactions of other private equity sponsors. The investments are generally preferred stock or subordinated debt with warrants or options. Because these are non-control investments, the Adviser relies on the majority owner to execute an exit plan to realize returns on its investments. RAC I, RAC II and RAC III make loans to privately held companies in the software as a service industry. These investments are generally made prior to a broad capital raise by the owner of the company. In addition to the loans, RAC I, RAC II and RAC III seek to obtain warrants and the right to participate in future equity rounds (though that right may not necessarily be exercised by RAC I, RAC II or RAC III). The RAC Opportunity Funds make equity investments, primarily consisting of preferred stock, convertible preferred stock or similar investments, in the portfolio companies of RAC I, RAC II and RAC III. The RAC Opportunity Funds may also make venture capital and “growth equity” investments in software companies that are headquartered in the United States, Canada or Europe, but are not portfolio companies of RAC I, RAC II or RAC III. RTCS I and RTCS II make growth-stage non-control investments in technology and technologyenabled private companies. RTCS II focuses on private companies with an anticipated initial - 12 -
public offering (“IPO”) but may also invest in public securities, including IPOs. In 2022, the Adviser hired Trimer Capital Management to provide non-discretionary advisory services to the Adviser with respect to RTCS I and RTCS II’s portfolios. Riverside Fund Families Riverside’s investment strategies are generally classified within the following fund families. Limited Partners should refer to each Fund’s Partnership Agreement for a more detailed description of each strategy. Riverside Acceleration Capital Fund Family
RAC I, RAC II and RAC III seek to generate attractive risk-adjusted returns by issuing fully amortizing, senior secured loans with equity upside through warrants to growing SaaS software companies in the United States, Canada and Europe (and Australia in the case of RAC III) with annual revenue between (i) approximately $1.5 million and $10 million in the case of RAC I and (ii) approximately $2 million and 15 million in the case of RAC II and RAC III. RAC I, RAC II and RAC III do not take controlling positions in their respective portfolio companies, except in situations in connection with a debt restructuring or default.
RAC Opportunity Funds seek to generate capital appreciation through minority equity investments, primarily consisting of preferred stock or convertible preferred stock, in the portfolio companies of RAC I, RAC II and their successor funds and by making venture capital and “growth equity” investments in SaaS software companies in the United States, Canada and Europe that are not portfolio companies of RAC I, RAC II or their successor funds.
Riverside Asia Fund Family
RAF II seeks to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in small to mediumsized companies headquartered in developed Asia, primarily in Australia, New Zealand, The Republic of China’s special administrative region of Hong Kong, Japan, the Republic of Korea and Singapore, which generally have EBITDA between $5 million and $15 million.
RAF III and RAF IV seek to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in small to medium-sized companies primarily headquartered in Australia and New Zealand, which generally have EBITDA less than AUD 25 million.
RAF EE is a single investment fund formed in October 2021 to continue Riverside’s ownership interest in Energy Exemplar, a portfolio company of RAF II. RAF II investors were given the opportunity to sell their investments or roll their investments in Energy Exemplar into RAF EE. RAF EE, RAF III and co-investors purchased the Energy
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Exemplar ownership interests being sold by RAF II selling investors. Energy Exemplar was exited in May 2024. Riverside Capital Appreciation Fund Family
RCAF VI and RCAF VII seek to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in small to medium-sized companies headquartered in North America, which generally have enterprise values ranging from approximately $10 million to $150 million and (i) in the case of RCAF VI, EBITDA less than $25 million (although investments in companies with more than $25 million EBITDA may be considered) and (ii) in the case of RCAF VII, EBITDA of $10 million to $35 million (although investments in companies with more than $35 million EBITDA may be considered).
Each RCAF Single Asset Fund is established to make a controlling investment in a specific operating company. These companies are generally in the Knowledge Solutions and Supply Chain & Commercial Solutions sectors, headquartered in North America and have EBITDA of $10 million to $35 million.
Riverside Europe Fund Family
REF IV seeks to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in small to mediumsized companies (i) which have enterprise values ranging from approximately €10 million to €150 million and (ii) which are organized, headquartered or principally operating in the European Union, Switzerland, Norway, Croatia or Turkey.
REF V seeks to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in small to mediumsized companies (i) which have EBITDA of more than €5 and less than €25 million (although investments in companies with more than €25 million EBITDA may be considered) and (ii) which are organized, headquartered, principally operating, have a majority of their assets or generate a majority of their revenues in the European Union, central Europe, Switzerland, Norway or Turkey.
REF VI seeks to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in small to mediumsized companies (i) which have EBITDA of between €7.5 million and €35 million (although investments in companies with less than €7.5 million EBITDA and more than €35 million EBITDA may be considered) and (ii) which are organized, headquartered, principally operating, have a majority of their assets or generate a majority of their revenues in a member state or former member state of the European Union, Norway and Switzerland.
REF VII seeks to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments small to mediumsized companies (i) which have EBITDA of up to €30 million and (ii) which are organized, - 14 -
headquartered, principally operating, have a majority of their assets or generate a majority of their revenues in a member state of the European Union, the United Kingdom, Norway and Switzerland. Riverside Micro-Cap Fund Family
RMCF III seeks to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in small to mediumsized companies which typically have enterprise values ranging from approximately $1 million to approximately $40 million and EBITDA up to approximately $5 million and, subject to the Small Business Investment Act of 1958, as amended (the “SBIC Act”), which are organized, headquartered or principally operating in the United States.
RMCF IV, RMCF V and RMCF VI seek to realize long-term capital appreciation primarily through the purchase of a broad and varied portfolio of controlling private equity investments in companies that generally have EBITDA (i) in the case of RMCF IV of less than $7 million (although investments in companies with more than $7 million may be considered) and (ii) in the case of RMCF V and RMCF VI, of less than $10 million (although investments in companies with more than $10 million EBITDA may be considered) and for each of RMCF IV, RMCF V and RMCF VI, such companies are organized, headquartered, principally operating, have a majority of their assets or generate a majority of their revenues in the United States or Canada. RMCF IV B was formed to co-invest in RMCF IV Portfolio Companies on a pro rata basis with RMCF IV.
Riverside Strategic Capital Fund Family
RSCF I seeks to realize long-term capital appreciation, as well as fixed income returns, through non-control junior capital investments primarily to companies which typically have EBITDA ranging from approximately $5 million to approximately $25 million (although investments in companies with less than $5 million EBITDA and more than $25 million EBITDA may be considered). A certain percentage of RSCF I may be deployed in equity investments.
RSCF II seeks to achieve current income and long-term capital appreciation through noncontrol, junior investments in Portfolio Companies that meet the definition of “Small Business” as defined in the SBIC Act. Such Portfolio Companies will typically (i) have less than $20 million in LTM EBITDA and (ii) subject to the SBIC Act, be organized, headquartered or principally operated in the United States. These investments generally will include fixed income securities, such as debt instruments and preferred stock, often with equity conversion features; equity securities, such as warrants or common stock; and other types of securities to maintain maximum flexibility in structuring investments and to take advantage of changing markets.
Riverside Technology Capital Solutions Fund Family
RTCS I makes growth-stage non-control secondary investments in technology and technology-enabled private companies. RTCS I’s investments will generally be in the form - 15 -
of common and preferred equity secondary investments, which will typically range in size from $1 to $10 million.
RTCS II Fund and RTCS II Select make growth-stage non-control investments in technology and technology-enabled private companies. RTCS II’s combined investments will typically range in size from $5 to $25 million. RTCS II focuses on private companies with an anticipated IPO, but may periodically invest in public securities, including IPOs. In managing publicly traded positions, RTCS II is authorized to hedge exposure, although RTCS II may be limited in its ability to hedge based on contractual and regulatory requirements. The General Partner will consider several factors when allocating investments between RTCS II Fund and RTCS II Select as disclosed in the Funds’ Partnership Agreements.
Riverside Value Fund Family
RVF I seeks to realize long-term capital appreciation primarily through control investments in companies that (i) are organized, headquartered, principally operating or have a majority of their assets or generate a majority of their revenue in the United States or Canada, (ii) typically have between $60 million and $300 million in revenue and (iii) are in attractive end markets but are facing financial, operational and/or structural challenges. Portfolio investments may include common stock, preferred stock and warrants, debt or debt-like securities, including debtor-in-possession financing, and other types of securities to maintain maximum flexibility in structuring investments.
RVF II seeks to realize long-term capital appreciation primarily through control investments in companies that (i) are organized, headquartered, principally operating or have a majority of their assets or generate a majority of their revenue in the United States or Canada and, to the extent permitted in RVF II’s Partnership Agreement, Europe, (ii) typically have between $60 million and $400 million in revenue, and (iii) are in attractive end markets but have complex histories or are facing financial, operational and/or structural challenges. Portfolio investments may include (A) control and non-control equity investments, including common stock, preferred stock and warrants, (B) debt or debt-like securities, including debtor-in-possession financing, and (C) other types of securities to maintain maximum flexibility in structuring investments.
Investment Related Risks The summary below is not a complete or exhaustive list or explanation of all risks involved in an investment in the Funds. Prospective and existing investors are advised to review the Partnership Agreements for full details on the investment, operational and other actual and potential risks associated with a particular Fund. The risks involved include, but are not limited to: Long-Term Nature of Investment; No Assurance of Investment Return. The task of identifying and negotiating investment opportunities, managing such investments and realizing a significant return for investors is typically a long, time-consuming process with no certainty of return of investment. With the exception of RAC I, RAC II, RAC III and a limited number of investments in RSCF I and RSCF II, there will likely be little if any near-term cash flow available to the Limited Partners - 16 -
in Funds, and there is no assurance that any Fund will be able to invest its capital on attractive terms, generate returns for the Limited Partners or return the capital contributed by them. Dependence on Key Personnel. The success of each Fund will be highly dependent on the financial and managerial expertise of the Managing Members and the Principals, and other individuals employed by Riverside. Limited partners will be relying entirely on the Principals to manage the business of the relevant Fund. There can be no assurance that the Principals or the other key investment professionals will continue to be associated with or employed by Riverside throughout the life of the relevant Fund. The loss of one or more of these individuals could have a material adverse effect on the performance of such Fund. Limited Prior History; Relation of Previous Investment Programs. Certain of the Funds have limited or no operating history. The prior investment results of the Advisers are not indicative of such Funds’ future investment results. The nature of and risk associated with a Fund’s future investments may differ substantially from those investments and strategies undertaken historically by the Principals or other individuals employed by the Advisers. Past performance is not necessarily indicative of future results and is no guarantee of future performance. There can be no assurance that a Fund’s investments will perform as well as the past investments of the Principals or other individuals employed by Riverside or that such Fund will be able to avoid losses. Risks Relating to Non-U.S. Investments. Certain non-U.S. investments involve risks and special considerations not typically associated with U.S. investments. Such risks may include but are not limited to (i) differing business cultures and legal regimes, (ii) greater price fluctuations and market volatility, less liquidity and smaller capitalization of securities markets, (iii) currency exchange rate fluctuations, (iv) higher rates of inflation, (v) controls on, and changes in controls on, foreign investment and limitations on repatriation of invested capital and on a Fund’s ability to exchange local currencies for U.S. dollars, (vi) greater governmental involvement in and control over the economies, (vii) differences in auditing and financial reporting standards, which may result in the unavailability of material information about issuers, (viii) less extensive regulation of the securities markets, (ix) longer settlement periods for securities transactions, (x) differences in tax regimes (including potential withholding obligations on proceeds paid from a Fund) and changes in tax treaties or U.S. tax law regarding foreign investments and (xi) less developed corporate laws regarding fiduciary duties and the protection of investors. Although the Advisers may attempt to enter into certain currency hedges at the Fund level to mitigate currency risk, there is no guaranty the hedging will be successful or sufficient to protect the entire investment and any gain on such investment. Tax Information Exchange Regimes; FATCA Withholding Tax on Certain Non-US Entities. The Funds are subject to various tax information reporting provisions (including the US Foreign Account Tax Compliance Act (“FATCA”) and the Common Reporting Standard developed by the Organization for Economic Co-operation (the “OECD”) Common Reporting Standard) whose exact scope, related obligations and exceptions remain unclear in some areas and are subject to significant changes. Moreover, laws and regulations may change, and the interpretation and application that the concerned jurisdictions or administrations make of it may evolve, particularly in the context of common initiatives taken on an international scale (OECD, G20), or by the EU. It cannot be excluded that developments in this area may have an adverse impact on the tax treatment of the transactions carried out by the Funds. As such, it is possible that the Funds may - 17 -
require all investors to provide documentary evidence of their tax residence and all other information deemed necessary in order to comply with new directives and that the Funds may collect and share such information with applicable taxing authorities (including identifying information and amounts of certain income allocable or distributable to them). Dynamic Investment Strategy. While Riverside generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein, Riverside may pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the relevant Partnership Agreements. Artificial Intelligence. The use of artificial intelligence by Riverside, the Funds and others, and the overall adoption of artificial intelligence throughout society, may exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to Riverside’s, the Funds, and the Funds’ portfolio companies’ businesses. There is substantial uncertainty about the extent to which artificial intelligence will result in dramatic changes throughout the world, and Riverside and the Funds may not be able to anticipate, prevent, mitigate, or remediate all of the potential risks, challenges, or impacts of such changes. These changes could potentially disrupt, among other things, Riverside or the Funds’ business models, investment strategies, operational processes, and Riverside’s and the Funds’ ability to identify and hire employees. Some of Riverside or the Funds’ competitors may be more successful than Riverside or the Funds in the development and implementation of new technologies, including services and platforms based on artificial intelligence, to address investor demands or improve operations. If Riverside or the Funds are unable to adequately advance its capabilities in these areas, or do so at a slower pace than others in the industry, they may be at a competitive disadvantage. If the data Riverside and the Funds, or third parties whose services Riverside and the Funds rely on, use in connection with the possible development or deployment of artificial intelligence is incomplete, inadequate or biased in some way, the performance of Riverside and the Funds’ products, services, and businesses could suffer. Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to Riverside and the Funds. Data in technology that uses artificial intelligence may contain a degree of inaccuracy and error, which could result in flawed algorithms in various models used in Riverside and the Funds’ businesses. Riverside personnel or the personnel of its service providers could, without being known to Riverside, improperly utilize artificial intelligence and machine learning-technology while carrying out their responsibilities. This could reduce the effectiveness of artificial intelligence technologies and adversely impact Riverside and the Funds and their operations to the extent that they rely on the work product of such artificial intelligence in such operations. There is also a risk that artificial intelligence may be misused or misappropriated by Riverside employees or third parties engaged by Riverside. For example, a user may input confidential information, including material non-public information or personally identifiable information, into artificial intelligence applications, resulting in such information becoming a part of a dataset that is accessible by third party technology applications and users, including competitors. Further, Riverside and the Funds may not be able to control how third-party artificial intelligence that they choose to use are developed or maintained, or how data they input is used or - 18 -
disclosed, even where Riverside or the Funds have sought contractual protections with respect to these matters. The misuse or misappropriation of Riverside or the Funds’ data could have an adverse impact on their reputation and could subject them to legal and regulatory investigations or actions or create competitive risk. In addition, the use of artificial intelligence by Riverside, the Funds or others may require compliance with legal or regulatory frameworks that are not fully developed or tested, and Riverside or the Funds may face litigation and regulatory actions related to their use of artificial intelligence. There has been increased scrutiny, including from global regulators, regarding the use of “big data,” diligence of data sets and oversight of data vendors. Riverside and the Funds’ ability to use data to gain insights into and manage its business (and therefore, Riverside and the Funds’ clients’ ability to benefit from the same) may be limited in the future by regulatory scrutiny and legal developments. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a Portfolio Company is subject to cyber-attack or other unauthorized access is gained to a Portfolio Company’s systems, such Portfolio Company may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or Portfolio Company financial information; (iii) Portfolio Company software, contact lists or other databases; (iv) Portfolio Company proprietary information or trade secrets; or (v) other items. In certain events, a Portfolio Company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject a Portfolio Company, or the relevant Fund, to substantial losses. In addition, in the event that such a cyberattack or other unauthorized access is directed at Riverside or one of its service providers holding its financial or investor data, Riverside or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under Riverside’s policies. Deemed Joint Employment or Control. There is a risk to the Funds if the Fair Labor Standards Act, the Migrant and Seasonal Agricultural Worker Protection Act or other employment laws, rules or regulatory interpretations would deem the Funds, the Advisers or various Portfolio Companies to be a single “employer,” “control group” or similar term, or if the Funds are deemed to be a “joint employer” with such Advisers or Portfolio Companies. In some cases, it may not be possible to limit liabilities across such entities. Difficulty of Locating Suitable Investments; Competitive Marketplace. The success of each Fund will depend on the relevant Principals’ ability to identify suitable investments, to negotiate and arrange the closing of appropriate transactions and to arrange the timely disposition of portfolio investments on terms favorable to such Fund. Generally, Riverside employs dedicated personnel (“Origination Professionals”) to identify attractive investment opportunities suitable for each Fund. Although in the past, the Origination Professionals have found a sufficient number of suitable investment opportunities that meet the Funds’ investment objectives, there are no assurances that there will be, or the Origination Professionals will find a sufficient number of, suitable investment opportunities to enable a Fund to invest all of its committed capital in opportunities that satisfy such Fund’s investment objectives, or that such investment opportunities will lead to completed investments by such Fund. Many of the investment opportunities identified - 19 -
by the Origination Professionals are through auctions or limited auctions where there is a substantial amount of competition among prospective investors of these companies, including other private equity firms. There can be no assurances that once Riverside identifies an investment opportunity the seller will select Riverside to invest in the relevant Portfolio Company. Further, even if Riverside is selected as the investor, there can be no assurances that the Portfolio Company will still be deemed an appropriate investment opportunity for the Fund after due diligence is completed. Nature and Illiquidity of Fund Investments. Almost all of the Funds’ investments will be highly illiquid and there can be no assurances that any Fund will be able to realize a positive return on such investments. The illiquidity of the Funds’ investments is the result of several factors, including the following: • Each Fund generally will invest in illiquid securities of privately held companies, and will often seek to generate returns by selling these securities in a private sale to a strategic buyer or to another private equity firm. There can be no assurances that any Fund will be able to complete sales of Portfolio Company securities at attractive prices and otherwise on acceptable terms and conditions. • Each Fund is generally permitted to sell Portfolio Company securities in a public offering. Any such public offering of securities would require a substantial investment of time and attention by the Principals and other key investment professionals and a substantial cash expense by the Portfolio Company whose securities are being registered, in part because the laws of the U.S. and non-U.S. jurisdictions where the Portfolio Companies are located and the regulations of applicable securities exchanges can be quite burdensome and complex in connection with such an offering. There can be no assurances a market for the securities of any Portfolio Company would exist even following a public offering. • The cultivation of an investment for disposition, together with the disposition itself, may involve a substantial amount of time. Even when an investment is successfully disposed, some of the consideration may be deferred through the use of lock ups, earn-outs, promissory notes, escrows, holdbacks and other similar arrangements. A significant portion of most Fund investments (other than RSCF I, RSCF II, RAC I, RAC II and RAC III) will be in common equity or equity-related investments which, by their nature, involve business, financial, market and/or legal risks. While such investments offer the opportunity for significant capital gains, they also involve a high degree of risk that can result in substantial loss of principal. Although RSCF I, RSCF II, RAC I, RAC II and RAC III will invest in securities higher in the capital structure, similar risks apply to these investments. There can be no assurance that the Principals and other key investment professionals will correctly evaluate the nature and magnitude of the various factors that could affect the value of such investments. A variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of a Fund’s activities. As a result, such Fund’s performance over a particular period may not necessarily be indicative of the results that may be expected in future periods or over the life of the Fund.
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A small portion of each Fund’s investments may become turnaround or under-performing Portfolio Companies. Private equity Fund Portfolio Companies may be identified by Riverside as being in need of additional capital. In addition, Portfolio Companies in RAC I, RAC II, RAC III, the RAC Opportunity Funds, RSCF I. RSCF II, RTCS I and RTCS II may also suffer from financial distress but the ability to invest capital and to take control in these situations will be limited. The financial condition of such companies may be weak or their balance sheets highly leveraged and any subsequent investments in them may involve additional risk. With the exception of RVF I and RVF II, in general, the Funds do not invest in Portfolio Companies that Riverside believes at the time of investment to be “turnarounds”; however, should they do so, the risks above would be relevant at the point of acquisition. Projections. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by each company’s management, with adjustments to such projections by Riverside in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections. In addition, Riverside diligences potential investments and works with portfolio company management in evaluating an investment. However, there can be no assurance that Riverside will be able to detect misrepresentations about portfolio company results and future expectations. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, a rise in protectionist sentiment and tariffs in the western hemisphere, increased military intervention by the United States in foreign countries, catastrophic events (such as a global pandemic), localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its Portfolio Companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Fund’s Portfolio Companies, which could reduce returns to the Funds. Regulatory Changes Related to Private Equity. There has been, and continues to be, significant discussion regarding enhanced governmental scrutiny and/or increased regulation of the private equity industry and its practices. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on a Fund’s activities, including its ability to implement operating improvements or otherwise execute its investment strategy or achieve its investment objectives. Specific and general regulations addressing the private equity industry, including tax laws and regulations, whether in the United States or abroad, could increase the cost of acquiring, holding, - 21 -
or divesting portfolio investments, the profitability of enterprises, and the costs of operating a Fund. Additional regulation could also increase the risk of third-party litigation. As registered investment advisers under the Advisers Act, the Advisers are required to comply with a variety of periodic reporting and compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of the Advisers and their Affiliates to make regulatory filings with respect to the Funds and their activities under the Advisers Act (including, without limitation, Form PF and Form ADV)). In addition, the Advisers are required to comply with a variety of regulatory reporting and compliance-related obligations under applicable federal, state and foreign securities laws. In light of the heightened regulatory environment in which the Funds and the Advisers operate and the ever-increasing regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for the Funds, the Advisers and their Affiliates to comply with such regulatory reporting and compliance-related obligations. Additionally, the Funds may in the future engage additional third-party service providers to perform some or a significant portion of the reporting and compliance-related matters and functions under the Funds’ supervision, which could result in increased compliance costs and expenses. Any further increases in the regulations applicable to private investment funds generally or the Funds and/or the Advisers in particular may result in increased expenses associated with the Funds’ activities and additional resources of the Advisers being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for the Limited Partners and/or have an adverse effect on the ability of the Funds to effectively achieve their investment objectives. Increased reporting, registration and compliance requirements may divert the attention of personnel and the management teams of Riverside and/or the Portfolio companies and may furthermore place the Funds at a competitive disadvantage to the extent that Riverside or the Portfolio Companies are required to disclose sensitive business information. ESG. Riverside maintains an Environmental, Social, and Governance (“ESG”) policy that, among other things, seeks to integrate ESG considerations into the investment decision making process. ESG is only one of many considerations that Riverside and the Principals of Riverside’s control Funds take into account when making investment decisions, and other considerations can be expected in certain circumstances to outweigh ESG considerations. In addition, Riverside might consider the perceived ability to improve ESG aspects of a potential investment over time in the investment decision making process and there can be no assurances that such improvements will be implemented or accepted by the portfolio company. While Riverside and the Principals have valued sustainability for a number of years, Riverside and the Principals of Riverside’s control Funds started incorporating ESG more thoroughly into its decision-making processes in recent years. Any ESG information provided in any Memorandum, other marketing materials or in response to any due diligence questionnaire is intended solely to provide an indication of ESG initiatives and standards that Riverside and the Principals of Riverside’s control Funds apply when seeking to evaluate and/or improve the ESG characteristics of an investment as part of the larger goal of maximizing financial returns on investments. Accordingly, certain investments may exhibit characteristics that are inconsistent with the ESG-related practices described in some more recent Memorandums and other marketing materials. Although Principals of Riverside’s non-control Funds may consider ESG in making investment decisions, because those investments are not majority owned by a Riverside Fund, - 22 -
Riverside’s ESG policy generally does not apply to those non-control Funds. A Fund’s ESG policy, if any, will be described in the Fund’s Memorandum and the ESG policies and practices may differ among the Funds. In addition, Riverside’s evaluation and interpretation of ESG factors is subjective, and there is no guarantee that the criteria used or the judgment exercised by Riverside, will reflect the beliefs or values of any particular investor. There are significant differences in interpretations of what positive ESG characteristics mean by region, industry and topic. Riversides’ interpretations and decisions might be different than those of an investor or another manager, and could evolve over time. Health Care Regulation, Reimbursement and Reform. Various segments of the health care industry are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally, (ii) subject to frequent regulatory change and (iii) dependent upon various government or private insurance reimbursement programs. While the Funds intend to make investments in companies that comply with relevant laws and regulations, certain aspects of their operations may not have been subject to judicial or regulatory interpretation. An adverse review or determination by any one of such authorities, or an adverse change in the regulatory requirements or reimbursement programs, could have a material adverse effect on the operations of the companies in which a Fund invests. Recent legislative changes have had, and will likely continue to have, a significant impact on the health care industry. In addition, various legislative proposals related to the health care industry are introduced from time to time at the United States federal and state level, and any such proposals, if adopted, could have a significant impact on the health care industry. Leverage. In general, each Portfolio Company will be acquired using a combination of equity and debt as part of the purchase consideration. Although the relevant Adviser will seek to use leverage on behalf of each Portfolio Company in a manner the Principals believe is prudent, the leveraged capital structure of Portfolio Companies will increase the exposure of those companies to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the Portfolio Company or its industry. Because a majority of the securities in which a Fund (except RSCF I, RSCF II, RAC I, RAC II and RAC III) will invest will be among the most junior in a Portfolio Company’s capital structure, the Fund’s payout would be junior to a Portfolio Company’s debt obligations and therefore could result in a loss of principal in such Fund’s investments. Furthermore, the companies in which a Fund invests generally will not be rated by a credit rating agency. The use of leverage by a Portfolio Company will result in additional expense (e.g., interest and other costs associated with borrowing) at a Portfolio Company. Fund Line of Credit. Each Fund generally employs a Fund Line to provide flexibility in closing transactions and to reduce the frequency of capital calls issued to investors. The Fund Line is secured by the capital commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund should the Fund default on repayment of the Fund Line. In addition, the Fund Line may be used to provide guaranties to banks or other financial institutions who are lenders directly to the Portfolio Companies or, in limited circumstances, to lend directly to Portfolio Companies. The Fund Line may remain outstanding from 90 days to twelve months, depending on each Fund’s Partnership Agreement. The use of the Fund Line by the Fund will result in additional expense (e.g., interest and other costs associated with borrowing) at the Fund. - 23 -
There are benefits to using a Fund Line in managing a Fund, including, for example, by delaying the need for partners to make capital contributions to a Fund, potentially reducing the frequency of capital contributions, and/or enabling a Fund to efficiently close investments. However, conflicts of interest may arise as the use of such facilities may increase the internal rate of return and decrease the cash on cash return for a Fund when compared to not using the Fund Line. Use of the Fund Line may not necessarily result in an increase in the underlying valuation of the portfolio investment financed by such Fund Line. A Fund Line also subjects partners to certain risks and costs. For example, partners may be obligated to contribute capital on an accelerated basis if a Fund fails to repay the amounts borrowed under a Fund Line or experiences an event of default, limited partners claims against the Fund would likely be subordinate to the Fund’s obligations under a Fund Line, and Fund Lines will result in additional partnership expenses that will be borne by partners such as interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a Fund Line, potential for upfront fees for establishing a Fund Line, other one-time and recurring fees and/or expenses such as legal fees, as well as fees relating to the establishment, structuring and negotiation of the terms and expenses relating to maintaining, renegotiating or terminating Fund Line. Conflicts of interest also have the potential to arise to the extent that a Fund Line is used to make an investment that is later sold in part to coinvestors to the extent co-investors are not required to act as guarantors under the relevant Fund Line or pay related costs or expenses of establishing and maintaining the Fund Line. Need for Additional Capital, Support Equity and Add-on Acquisitions. The Advisers may recommend that a Fund provide follow-on funding for Portfolio Companies to finance add-on acquisitions or to provide support equity or loans. There can be no assurance that such Fund will have sufficient capital to do so, and, even if it does have sufficient capital, it may be limited by restrictions on the amount of capital it can invest in any one Portfolio Company. Any decision by the General Partner not to invest additional capital, or such Fund’s inability to invest additional capital, may have a substantial negative impact on a Portfolio Company in need of such an investment or may diminish such Fund’s ability to influence the Portfolio Company’s future development. Funds Acting as Guarantor. Certain Funds may use the Fund Line or otherwise originate and serve as a guarantor for acquisition financing or refinancing for an existing or potential Portfolio Company. As described under the “Conflicts of Interest” section herein, any lenders selected may also be investors or co-investors in Funds. There can be no assurance that the Portfolio Company will repay such loans and therefore the Fund capital may be called upon in the event loans are not repaid in full. Growth Equity Transactions. The Funds (other than RAC I, RAC II and RAC III) are generally not prohibited from making growth-equity investments, though this is not a primary strategy of the Funds. While growth-equity investments offer the opportunity for significant capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. Growth-equity Portfolio Companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth-equity Portfolio Companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and - 24 -
service capabilities and a larger number of qualified managerial and technical personnel. The RAC Opportunity Funds’, RTCS I’s and RTCS II’s investment objective includes growth equity companies. Portfolio Concentration. Generally, without the approval of each Fund’s Advisory Committee or a certain percentage of Limited Partner interests (generally ranging from 50% to 67%), the amount each Fund may invest in each Portfolio Company is limited to 15%-20% of total capital commitments of the Fund (and, in the case of RMCF III and RSCF II, a specified percentage of the regulatory capital as defined in the SBIC Act). Therefore, a Fund’s portfolio may include a number of large positions. and, as a consequence, the aggregate return of a Fund may be materially affected by the performance of a single investment. While the related portfolio concentration may enhance total returns to Limited Partners, if any large position has a material loss, then returns to the Limited Partners may be lower than if they had invested in a more diversified portfolio. Bankruptcy of Portfolio Companies. A Fund may hold investments in the securities and obligations, including debt obligations that are in covenant or payment default, of Portfolio Companies experiencing significant financial difficulties and material operating issues, including Portfolio Companies that may become involved in regulatory violations, bankruptcy proceedings or other restructuring, recapitalization or liquidation processes (“Difficult Situations”). Given the heightened difficulty of the financial analysis required to turn around distressed companies, there can be no assurance that the Adviser will be able to execute the successful restructuring or recapitalization of such company. Therefore, in the event that a Portfolio Company does become involved in a Difficult Situation, a Fund may lose some or all of its investment or may be required to accept illiquid securities with rights that are materially different than the original securities in which such Fund invested. A Portfolio Company under regulatory scrutiny may be subject to fines, revenues held in escrows and other procedures which could have a negative impact on a Portfolio Company’s ability to operate. Additionally, various U.S. federal and state and non-U.S. laws in connection with such bankruptcy proceedings could operate to the detriment of such Fund. There is also a risk that a court may subordinate a Fund’s investment to other creditors or require a Fund to return amounts previously paid to it by a Portfolio Company that became insolvent or files for bankruptcy, a risk that could increase if such Fund has management rights in such Portfolio Company. Reliance on Adviser for Use of Proceeds. Purchasers of interests in a Fund will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding any future investments made by such Fund and, accordingly, will be dependent upon the judgment and ability of the Advisers to invest and manage the capital of such Fund. Material Non-public Information. Although the Funds generally invest in the securities of private companies, the Advisers may have access to material, non-public information that may be relevant to an investment decision to be made by a Fund related to the acquisition of public securities. Consequently, a Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or the Advisers’ internal policies. Due to these restrictions, a Fund may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold. - 25 -
Risks Arising from Provisions of Managerial Assistance. The Advisers generally seek to conduct each Fund’s operations so that such Fund’s assets of are not treated as plan assets as defined under Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations thereunder (the “Plan Asset Regulations”), which may include qualifying a Fund as a “venture capital operating company.” To qualify as a venture capital operating company, at least 50% of the relevant Fund’s assets must be invested in qualifying venture capital investments under the Plan Asset Regulations, which will require the Fund to obtain certain management rights with respect to the Portfolio Companies. These management rights may include designating directors to serve on the boards of directors of Portfolio Companies. The designation of directors and other measures contemplated could expose the assets of such Fund to claims by a Portfolio Company, its security holders and its creditors. While the Advisers intend to manage each Fund in a way that will reduce exposure to such risks, the possibility of successful claims cannot be precluded. ERISA-Related Risks. To the extent a Fund is operated to maintain qualification as a venture capital operating company, such Fund could be precluded from making certain investments. In addition, attempting to maintain such qualification could further require such Fund to accelerate or delay the liquidation of Fund investments, resulting in lower proceeds to such Fund than might have been the case without the need for qualification. If a Fund’s assets are treated as plan assets, interests of certain investors that are “benefit plan investors” within the meaning of Section 3(42) of ERISA could be fully or partially redeemed, or the Fund could be dissolved, in certain circumstances. In addition, for any period of time that a Fund’s assets are deemed to be plan assets, the operations of such Fund and its investments could be restricted by ERISA’s prohibited transaction and fiduciary rules. These risks may adversely affect all investors, not just those that are benefit plan investors. Time and Attention of Principals. The non-Managing Member Principals intend to devote substantially all of their business time and attention to the management of each of their respective Funds. The Managing Members are also responsible for spending substantially all of their business time and attention managing all Funds, and may in the future, also spend time to organize, sponsor, manage and operate additional investment funds (subject to any limitations described in the relevant Partnership Agreements). The Principals are also permitted to pursue certain other business activities outside the Fund. Nothing contained herein or in any Offering Document will restrict or prohibit the Principals or their respective affiliates in this regard. Diverse Investor Group. The Limited Partners include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the United States. The members of the General Partners include U.S. residents and residents from jurisdictions outside of the United States. The Managing Members are U.S. residents who indirectly control each underlying Portfolio Company through their control of each Fund’s General Partners. As a result, Limited Partners may have conflicting investment, tax and other interests with respect to their investments in any Fund. The conflicting interests of individual Limited Partners may relate to or arise from, among other things, the nature of investments made by such Fund, the structuring of the acquisition of investments and the timing of the disposition of investments and the various tax laws applicable to various Limited Partners. As a consequence, conflicts of interest may arise in connection with decisions made by the Advisers, including with respect to the nature or structuring of investments, that may be more beneficial for one Limited Partner than for another Limited Partner, especially with respect to - 26 -
Limited Partners’ individual tax situations. Subject to specific provisions outlined in each Fund’s Partnership Agreement, the relevant Advisers will generally consider the investment and tax objectives of the relevant Fund and its Limited Partners as a whole in making investments, and will use reasonable best efforts to structure portfolio investments in as tax-efficient a manner as possible. Warehoused Portfolio Investments. Certain investments may be made prior to a Fund’s initial closing through a holding vehicle owned by third parties or persons associated with the General Partner. While it is intended that such investments will be transferred to the Fund at cost following the Fund’s initial closing, prospective investors should not rely on the fact that such transfers will occur. Any such warehoused investments will not be appraised or valued by any third party prior to the Fund’s acquisition thereof. There can be no assurance that as of the date on which the Fund acquires a warehoused investment, such warehoused investment’s fair market value will not be less than its cost (including fees and expenses). Moreover, neither the General Partner nor any of its related persons makes or shall make any representations regarding the attractiveness of such investments. The nature of these transactions involves an inherent conflict of interest between the General Partner and the Limited Partners, in particular because the current holders of such investments may be able to shift the risks and burdens of such investments to the Fund after gaining knowledge about such investments (e.g., relating to a decline in value) during the period prior to such transfers. Continuation Transactions. Pursuant to the terms of the applicable Partnership Agreement, a General Partner or an affiliate may, from time to time, establish investment vehicles for the purpose of purchasing a portfolio company from a Fund (such transactions, “Continuation Transactions”). The affiliated nature of such transactions and the General Partner or its affiliate’s involvement with both the selling and purchasing entities give rise to conflicts of interest. In addition, as part of a Continuation Transaction, a General Partner has an incentive to maximize the purchase price for the investments on behalf of the selling Fund which would benefit the General Partner by potentially making it more likely that the General Partner will earn carried interest (or will earn more carried interest) with respect to the selling Fund to the detriment of a purchasing fund. Further, following a Continuation Transaction, the General Partner or its affiliates will potentially be entitled to receive management fees and/or carried interest with respect to the purchasing fund, which it would not receive if the investments were sold to an unrelated thirdparty. Accordingly, Continuation Transactions benefit the General Partner and its affiliates because they may receive an aggregate amount of fees and carried interests greater than they would have received in a sale transaction to an unrelated third-party. A Continuation Transaction also gives rise to conflicts relating to the initial allocation of the transferred investments. The selling Fund’s investment may be subject to allocations elected by rollover investors in the selling Fund, which will reduce the portion of an investment available to a purchasing fund. As a result, a purchasing fund may be allocated a smaller or larger amount of an investment than the General Partner originally anticipated. Further, there may not be a third-party market check or bidding process involved in a Continuation Transaction. Accordingly, the consideration paid by a purchasing fund may be more or less than what the transferred investments are ultimately worth had they been sold to one or more other buyers in one or more separate transactions, including an outright sale to a third-party. - 27 -
Hedging Arrangements. A General Partner is authorized (but not obligated) to endeavor to manage the relevant Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. A Fund may incur costs related to such hedging arrangements, which may be undertaken in exchange traded or over-thecounter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis, that hedging arrangements will be permitted, or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements could result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a General Partner and/or one of its affiliates a registration or exemption obligation with the US Commodity Futures Trading Commission or other regulator or other regulator or comply with an applicable exemption. The decision to enter into a hedging arrangement is at the sole discretion of a General Partner. Public Disclosure Obligations. A Fund may be required to disclose confidential information relating to its investments and its financial results to third parties and foreign regulatory bodies that may request such information if and to the extent required by law. Such disclosure obligations may adversely affect certain Limited Partners, particularly Limited Partners who are not otherwise subject to public disclosure of information relating to the private holdings of the Fund in which they invest. Distributions in Kind. Although each Fund intends to make distributions in cash, it is possible that under certain very limited circumstances (including the liquidation of a Fund), distributions may be made in kind and could consist of securities for which there is no readily available public market or securities of entities unable to meet required interest or sinking fund payments. Distributions in kind to the partners of a Fund may be difficult to liquidate at a price or within a time period that is determined to be ideal by such partners. After a distribution of securities is made to the partners, many partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such partners may be lower than the value of such securities determined pursuant to the Partnership Agreement, including the value used to determine the amount of carried interest available to the applicable General Partner with respect to such investment. Valuation of Investments. Generally, the relevant General Partner will determine the value of all the related Fund’s investments for which market quotations are available based on publicly available quotations. However, market quotations will not be available for virtually all of a Fund’s investments because, among other things, the securities of Portfolio Companies held by such Fund generally will be illiquid and not quoted on any exchange. Riverside will determine the value of each Fund’s investments that are not readily marketable based on ASC 820 guidelines as promulgated by the Financial Accounting Standards Board and any subsequent valuation guidelines required of an investment fund reporting under generally accepted accounting principles as promulgated in the United States (“GAAP”) (except in the case of RAC I). There can be no assurance that Riverside will have all the information necessary to make valuation decisions in - 28 -
respect of these investments, that any information provided by third parties on which such decisions are based will be correct, or that the valuation decision with respect to an investment will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation. Accordingly, the valuation decisions made by Riverside may cause it to ineffectively manage the relevant Fund’s investment portfolios and risks and may also affect the diversification and management of such Fund’s portfolio of investments. Privacy and Data Protection Laws. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Riverside, the General Partners, the Funds and/or their Portfolio Companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for Riverside, the General Partners, the Funds and/or their Portfolio Companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Anti-Money Laundering Requirements. Anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent the Advisers or the Funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a Portfolio Company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. CFIUS and National Security Clearance Considerations. Certain investments may be subject to or require review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”), such as where CFIUS-related laws, regulations or guidance deem non-U.S. persons or entities under their control (such as a Fund, co-investors and/or rollover sellers) to be acquiring a U.S. business (including a business with assets, employees, facilities, and/or operations in the United States). CFIUS has the authority to review proposed or existing transactions or investments or to seek to impose limitations on or prohibit investments, and CFIUS filings and other considerations can materially impact transaction timing, feasibility, certainty and costs. In certain circumstances, CFIUS considerations have the potential to prevent a Fund from maintaining or - 29 -
pursuing investments, or limit the universe of available buyers for an existing investment. Any of these factors have the potential to adversely affect a Fund’s performance. Risk of Investments in Less Established Companies. The Adviser expects that certain Funds will invest all or a portion of their assets in less established companies. Investments in such companies may or be expected to involve greater risks than are generally associated with investments in more established companies. Less established companies tend to have lower capitalizations and fewer resources, and therefore, are often more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance. Risks Specific to RCAF VI and RCAF VII Certain Investments May Be Made Outside of a Fund’s Investment Objectives. Subject to certain investment restrictions set forth in RCAF VI’s and RCAF VII’s Partnership Agreements, each of RCAF VI and RCAF VII is permitted to invest up to 15% of its committed capital in transactions that fall outside the investment objectives described in the applicable Partnership Agreement. As a result, there are few limitations on the types of investments that Riverside may make using this capital. For example, this capital may be invested in the following types of transactions that would otherwise be prohibited under the Partnership Agreement: real estate; oil and gas; derivatives; or other securities as determined by Riverside in its sole discretion. Additionally, RCAF VII may invest up to 15% of total commitments and RCAF VI may invest up to 10% of total commitments in Portfolio Companies outside of the United States and Canada. Purchasers of interests in RCAF VI and RCAF VII are dependent upon the judgment of Riverside in selecting these investments. Risks Specific to RCAF Single Asset Funds Single Asset SPV. Each RCAF Single Asset Fund differs from a commingled fund in that it will make only a single investment and, as a result, its partners will be subject to certain risks that are not typically present, or that are present to a lesser degree, in commingled fund structures. • Each RCAF Single Asset Fund will only invest in one Portfolio Company and potentially add-on investments thereto. Each RCAF Single Asset Fund’s investment will not be diversified as to geographic region or industry and thus such RCAF Single Asset Fund will be susceptible to fluctuations in value resulting from adverse economic and business conditions that affect the Portfolio Company’s geographic region and industry. • Each RCAF Single Asset Fund’s investment in the Portfolio Company will be illiquid, and its partners should not expect to receive any return of capital prior to the realization of such investment. The RCAF Single Asset Fund’s ability to generate liquidity is wholly dependent upon the sale or other disposition of the Portfolio Company. There can be no assurance that any such sale will occur on a timely basis, on favorable terms or at all, and accordingly the partners may be required to bear the economic risks of this investment for an indefinite period of time. • The success of each RCAF Single Asset Fund depends entirely on the success of the Portfolio Company. The day-to-day operations of the Portfolio Company will be the responsibility of its management team. Although the RCAF Single Asset Fund will be responsible for monitoring the performance of the Portfolio Company and generally will seek to invest in companies operated by capable management, there can be no assurance that the management team will be able to successfully operate the Portfolio Company. The - 30 -
success of the Portfolio Company depends in substantial part upon the skill and expertise of the Portfolio Company’s management team. Additionally, the Portfolio Company will need to attract, retain and develop executives and members of its management team. There can be no assurance that the Portfolio Company will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, such investment and the RCAF Single Asset Fund may be adversely affected thereby. Each RCAF Single Asset Fund may be called upon to provide follow‐on funding to the Portfolio Company for support equity or to finance add‐on acquisitions. The partners of each RCAF Single Asset Fund are not obligated by the Partnership Agreement to make additional contributions in connection with support equity or add-on acquisitions and thus there is no assurance that the RCAF Single Asset Fund will have sufficient capital to do so. The RCAF Single Asset Fund’s inability to invest additional capital may have a substantial negative impact on the Portfolio Company or may diminish the RCAF Single Asset Fund’s ability to influence the Portfolio Company’s future development.
Risks Specific to Riverside Acceleration Capital Fund Family General. Even though each of RAC I, RAC II and RAC III will receive interest payments on its loans to Portfolio Companies, a substantial portion of the success of the RAC I, RAC II and RAC III will depend on gains generated from the equity participation of such loans and gains generated from preferred stock and other equity investments. It is uncertain as to when such gains, if any, will be realized. There is no assurance that the Fund will be able to invest its capital on attractive terms, generate returns for its investors or return the capital contributed by them. There can be no assurance that the actual rates of return achieved by the Fund will equal or exceed the targeted returns. Concentration of a Fund’s Investments in the Software Industry. Enterprise software companies serve virtually every vertical market. The vertical market focus of such companies is a core reason for their stability and longevity, as these businesses offer their customers unique, industry specific capabilities typically not available from general purpose software vendors or new technology startups. The software sector as a whole is highly cyclical. Companies require software to operate their businesses without regard to other market conditions. Further, RAC I, RAC II, RAC III and the RAC Opportunity Funds may be concentrated in a limited number of investments, geographical regions, asset types or sectors. To the extent RAC I, RAC II, RAC III and the RAC Opportunity Funds concentrate investments in a particular issuer, industry, security or geographic region, its investments may be more susceptible to fluctuations in value resulting from adverse economic or business conditions than investment portfolios that are more diversified. Non-Controlling Investments. RAC I, RAC II and RAC III generally expect to hold noncontrolling debt interests in Portfolio Companies while the RAC Opportunity Funds will hold minority equity positions in Portfolio Companies. As a condition of making such investments, RAC I, RAC II and RAC III typically seek to obtain appropriate covenants to protect the Fund’s investment, but it may not be possible to obtain such rights in all cases. If RAC I, RAC II or RAC III does not have these covenants to protect its interests, it is possible the Portfolio Company or other shareholders could take actions that negatively impact the value of the Fund’s investments or that prevent the Fund from disposing of its investments in the Portfolio Company.
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Credit Risks of Debt Securities. Debt portfolios are subject to credit risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, subordination, lack or inadequacy of collateral, or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument. Risks Specific to Riverside Strategic Capital Fund Family Minority Investments. Each of RSCF I and RSCF II may invest in junior loans or take minority positions in companies for which RSCF I or RSCF II, as applicable, has no right to exert significant influence. Although each of RSCF I and RSCF II will generally seek a board seat as part of its investment, there can be no guarantee it will obtain one. Each of RSCF I and RSCF II will be significantly reliant on the existing management and board of directors of such companies, which may include representatives of other investors with whom RSCF I and RSCF II are not affiliated and whose interests may conflict with the interests of RSCF I and RSCF II. Risks Specific to Riverside Technology Capital Solutions Fund Family Investing in Private Secondary Transactions. RTCS I intends to primarily invest in private secondary transactions (i.e., purchasing securities from persons or entities other than the issuer thereof). The lack of an established resale market for these types of securities may require investments by RTCS I in circumstances where limited, if any, information is available regarding the subject issuer and its securities. In some instances, sellers may have privileged material nonpublic information which RTCS I does not. The lack of or asymmetry of such information could materially and adversely affect RTCS I and the performance of its investments. RTCS I will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. RTCS I will rely on resources available when making an assessment regarding an investment, but the due diligence investigation may not reveal or highlight all relevant facts (including fraud) that may be necessary or helpful in evaluating each opportunity. Moreover, such an investigation will not necessarily result in the investment being successful. Non-Controlling Investments. Each of RTCS I and RTCS II expect to hold non-controlling interests in Portfolio Companies. The majority of these non-controlling interests are expected to be small minority positions with limited control and information rights. The General Partner does not expect that RTCS I or RTCS II will be able to renegotiate side letters provided by issuers to the original holder of such securities. Accordingly, RTCS I and RTCS II will typically not possess appropriate, or any, covenants from the issuer of such securities. If RTCS I or RTCS II does not have these covenants to protect its interests, it is possible the Portfolio Company or other shareholders could take actions that negatively impact the value of RTCS I’s or RTCS II’s investments or that prevent RTCS I or RTCS II from disposing of its investments in the Portfolio Company. Use of Derivatives. In addition to hedging exposure to publicly traded securities, certain circumstances may arise where the direct acquisition of securities of an issuer is not possible (for example, where the issuer has required onerous restrictions on the transfer of the securities until a certain “release” date such as an acquisition or public offering). In these circumstances, RTCS I - 32 -
and RTCS II may utilize derivative instruments to acquire an economic interest in the subject securities from the holder thereof. Valuation of these derivative instruments is very challenging. In addition, if the value of the subject securities diminishes below the “effective” per-share purchase price negotiated, the derivative instrument may have no value. This would be likely to occur if the issuer of the securities is not able to achieve a public offering or profitable acquisition or other liquidity event. Finally, there may be issues with the interpretation and enforcement of derivative contracts. The occurrence of any of the foregoing could have a material negative impact on the value of RTCS I’s or RTCS II’s investments and overall performance. Risks Specific to Riverside Value Fund Family Distressed Investments. RVF I and RVF II intend to make investments in under-performing companies or companies identified by the General Partner as being in need of additional capital. Such companies may have a weak financial condition, their balance sheets may be highly leveraged and they may be experiencing operational difficulties or be otherwise out of favor. Investments in such companies involve a substantial degree of risk that is generally higher than the risk involved in investing in companies that are not in financial or operational distress. Given the heightened difficulty of the financial analysis required to evaluate distressed companies, there can be no assurance that the General Partner will correctly evaluate the value of the assets of a distressed company or correctly project the prospects for the successful restructuring, recapitalization or liquidation of such company. In the event that a Portfolio Company becomes involved in bankruptcy proceedings or if a restructuring, recapitalization or liquidation is required, RVF I and RVF II may lose some or all of their investment or may be required to accept illiquid securities with rights that are materially different than the original securities in which RVF I and RVF II invested. Investments in Undervalued Assets. RVF I and RVF II may invest in undervalued assets. The identification of investment opportunities in undervalued assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. RVF I and RVF II may be forced to sell, at a substantial loss, assets RVF I or RVF II believe are undervalued, if their value further deteriorates. In addition, RVF I and RVF II may be required to hold such assets for a substantial period of time before realizing their anticipated value. Conflicts of Interest As a general matter, Riverside will determine all matters relating to conflicts of interest using its best judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to required approvals by the Advisory Committees of each Fund and subject to each Fund’s Partnership Agreement. Riverside has also implemented a conflicts of interest policy and formed a Conflicts Committee (the “Conflicts Committee”) that will review, as appropriate, certain conflicts that may arise. The material conflicts of interest encountered by one or more Funds include those discussed below, although the discussion below does not necessarily describe all of the conflicts that the Funds may - 33 -
face. The interests of a Fund may conflict with the interests of Riverside, one or more other Funds, portfolio companies, co-investors and other investors. Allocation of Investment Opportunities. Riverside has adopted a deal allocation policy (“Deal Allocation Policy”) that sets forth how investment opportunities are allocated among the Funds. In the event an investment opportunity may be suitable for more than one Fund, Riverside attempts to allocate investment opportunities in good faith and in accordance with the Deal Allocation Policy. In allocating investment opportunities, Riverside takes into account various factors, including: investment objectives; contractual provisions in the Partnership Agreements and side letters or similar agreements (“Side Letters”); targeted returns; diversification and suitability requirements or considerations; risk profile of the investment opportunity; available capital commitments; the Funds’ ability to execute on the transaction; the size of the investment opportunity; the expected duration of any particular investment; the composition of the various Fund portfolios individually and as a whole; legal, tax or regulatory issues; whether the investment represents an “add-on” investment opportunity for the Fund; whether an opportunity exists to invest in different layers in the capital structure of a company; and any other considerations Riverside deems relevant in good faith. Investment opportunities may arise where it would be appropriate for multiple Funds to invest at the same, different or overlapping levels of a Portfolio Company’s capital structure, and therefore conflicts may arise in determining the terms of each such investment, particularly where certain Funds are intended to invest in different types of securities in a single Portfolio Company. Investments by more than one Fund in a Portfolio Company may also raise the risk of using assets of one Fund to support positions taken by other Funds. Questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring may raise conflicts of interest, particularly with respect to Funds that have invested in different securities within the same Portfolio Company. Generally, more than one Fund does not invest in the same Portfolio Company with the exception of (i) RTCS II and RTCS II Select and (ii) RAC I, RAC II and RAC III with the RAC Opportunity Funds. Riverside’s allocation of investment opportunities may not, and often will not, result in proportional allocations among Funds, and such allocations may be more or less advantageous to some Funds relative to others. While Riverside will allocate investment opportunities in a manner that it believes in good faith is fair and equitable to the Funds under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the conflicts of interest to which an Adviser may be subject, discussed herein, did not exist. In order to seek to mitigate allocation-related conflicts, Riverside will not allocate investment opportunities based solely on (i) the relative fee structure or amount of fees paid by any Fund, (ii) the profitability of any Fund, or (iii) any person’s interest in offering or participating in coinvestment opportunities outside of any Fund. Where necessary, the General Partner consults with - 34 -
and receives consent to conflicts from the Advisory Committee of the relevant Fund(s) and such other investment vehicles. Co-investment Opportunities. Decisions regarding whether and to whom to offer co-investment opportunities may be made by an Adviser or its related persons in consultation with other participants in the relevant transactions, such as a co-sponsor. Co-investment opportunities may, and typically will, be offered to some and not to other investors, as well as other persons, including other sponsors, market participants, finders, consultants, lenders prospective investors and other service providers and/or certain other persons associated with Riverside. In general, the General Partner of a Fund will make a de minimis investment in a co-invest vehicle for tax and legal purposes, unless the co-investors request a larger amount (and, if applicable, approval of the Advisory Committee is obtained). If a Fund’s Memorandum, Partnership Agreements and/or Side Letters address co-investment opportunities, the Adviser will first allocate such opportunities in accordance with the terms in those documents. The Adviser selects which investors are permitted to invest in the Co-Invest Funds based on various factors, including the perceived ability of the investor to fund and complete the investment on a timely basis, perceived ability to participate in add-on investments, historically expressed interest in co-investments, alignment of management interests, as an incentive for the investor to invest in other products sponsored by the Advisers, any agreement by the co-investor to pay management fees and/or carried interest on its coinvestment, and for strategic or other reasons as more fully described in the applicable Partnership Agreements and in Item 10 of this Brochure. Unless required by Riverside’s co-investment policy, the relevant Partnership Agreements and/or Side Letters, no General Partner is obligated to make co-investment opportunities available to any or all Limited Partners of a Fund or other persons. In addition, the factors above are not listed in order of importance or priority and the Advisers are not required to, and do not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Co-investments may be held directly by the co-invest party or through a co-invest vehicle managed by the Fund’s General Partner or an affiliate of the Fund’s General Partner. Co-investment is typically on the same terms as the Fund making the investment and typically is disposed of at the same time and on the same terms as the Fund making the investment. However, for strategic and other reasons, a co-investor or Co-Invest Fund may purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in the Portfolio Company (also known as a post-closing sell-down or transfer). Any such purchase from a Fund by a coinvestor or Co-Invest Fund is either permitted pursuant to the applicable Partnership Agreements or would be approved by the Fund’s Advisory Committee and generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial investment. A co-investor or Co-Invest Fund is generally charged interest on the purchase to compensate the relevant Fund for the holding period and generally will be required to reimburse the relevant Fund for related costs, including any costs associated with using the Fund Line to backstop the co-investment prior to sell down. Conflicts of interest also have the potential to arise to the extent that the Fund subscription credit facility is used to make an investment that is later sold in part to co-investors to the extent coinvestors are not required to act as guarantors under the relevant Fund subscription credit facility - 35 -
or pay related costs or expenses of establishing and maintaining the Fund subscription credit facility. Service Providers. The Advisers generally exercise their discretion to recommend to a Fund or to a Portfolio Company thereof that it contract for services with (i) the applicable Adviser or a related person of such Adviser (which may include a Portfolio Company of such Fund, a Portfolio Company of another Fund, or a former Portfolio Company), (ii) an entity with which such Adviser or current or former members of their personnel has a relationship or from which such Adviser or their personnel otherwise derives financial or other benefit, or an entity with which a current or former Operating Partner has a relationship with or otherwise derives financial or other benefit, or (iii) certain Limited Partners or their affiliates. For example, an Adviser may be presented with opportunities to receive financing and/or other services in connection with a Fund’s investments from certain Limited Partners or their affiliates that are engaged in lending or a related business. This subjects the Advisers to conflicts of interest, because although the Advisers select service providers that they believe are aligned with their operational strategies and will enhance Portfolio Company performance and, relatedly, returns of the relevant Fund, the Advisers may have an incentive to recommend the related or other person (including a Limited Partner) because of a financial or other business interest. There is a possibility that the Advisers may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person, because of such belief or for other reasons (including whether the use of such person could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant Fund(s) or Riverside). Whether or not the Advisers have a relationship or receive a financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Additionally, a Portfolio Company typically will reimburse the applicable Adviser or service providers retained at the Adviser’s discretion for expenses (including, without limitation, travel and travel-related expenses) incurred by such Adviser or such service providers in connection with the services for such Portfolio Company. The Advisers determine the amount of these reimbursements for such services in their own discretion, subject to internal expense reimbursement policies and practices. Although the amount of individual reimbursements typically is not disclosed to investors in any Fund, their effect is reflected in each Fund’s audited financial statements, and any fee paid or expense reimbursed to the Advisers or service providers generally is subject to: agreements with sellers, buyers and management teams; the review and supervision of the board of directors of or lenders to Portfolio Companies; and/or third party coinvestors in its transactions. These factors help to mitigate related conflicts of interest. In addition, if a Fund has a controlling interest in a Portfolio Company, the Advisers and their Affiliates typically have the right to appoint Portfolio Company board members (including current and former Riverside employees or persons Riverside has a relationship with) or to influence their appointment and to determine or influence a determination of their compensation. Generally, Portfolio Company board members approve compensation and/or other amounts payable to Riverside and its Affiliates. In certain circumstances, Riverside may permit third parties to pay to sponsor certain events, typically those associated with Riverside University. As described under Item 5, a portion of the expenses related to Riverside University are borne by Portfolio Companies, and such sponsorship - 36 -
payments serve to reduce the overall costs of the program. Accepting paid sponsorships from third parties may create an incentive for Riverside to continue doing business with such a service provider. However, Riverside does not believe an actual conflict of interest exists because the Portfolio Companies are the ultimate beneficiaries of any sponsorship payments. Operating Partners. Operating Partners are engaged as both employees of the Advisers and independent contractors engaged by Riverside or the Portfolio Companies. The Advisers believe the use of Operating Partners who are independent contractors allows Riverside to scale the operating function up or down as the portfolio changes, to find the best operating talent with the appropriate industry experience and to utilize the Operating Partners based on their ability to add value to their assigned Portfolio Companies. The compensation paid to Operating Partners by the Advisers, Funds, and/or the Portfolio Companies described under Item 5 of this Brochure subjects the Advisers to potential conflicts of interest. Although the Advisers seek to use Operating Partners with a view to increasing EBITDA of the Portfolio Companies, there is no guarantee or assurance that such use of the Operating Partners will result in cost savings or growth. The Advisers also seek to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for the Operating Partners in a manner that the Advisers believe will align the Operating Partners’ interests with those of the Limited Partners, and to use only Operating Partners which it believes provide a level of service at a value generally consistent with other relevant market alternatives. However, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. While an Adviser utilizes the expertise of Operating Partners to improve portfolio company operations, the Adviser and its affiliates may realize certain indirect benefits (for example, to its reputation, to the knowledge bases available and the industry network of the Operating Partner) from the activities, expertise contacts and association of the Operating Partner with Riverside. Carried Interest. Because a General Partner’s carried interest is based on a percentage of net realized profits, it may create an incentive for such General Partner to cause the relevant Fund to make riskier or more speculative investments than would otherwise be the case. Because there is a fixed investment period after which capital from investors in a Fund may only be drawn down in limited circumstances and because Management Fees are, at certain times during the life of a Fund, based upon capital invested by such Fund, this fee structure may create an incentive to deploy capital when the General Partners may not otherwise have done so. In addition, the existence of carried interest may create conflicts of interest with respect to the management and disposition of investments, including the timing of dispositions and the valuation of investments. While valuation risks discussed under “valuation of investments”, above, include the conflicts of interest a General Partner faces in determining the valuations of investments that are subject to an impairment or permanent write-off, there may be a conflict in making determinations as to whether investments’ values or the net asset of such Funds, on which advisory fees may be calculated, should be affected by such impairments. Therefore, General Partners will nevertheless be subject to conflicts in making such determinations in light of the different impacts that write-offs or impairments have on advisory fees. Because the Principals have economic interests in multiple
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Funds and receive Management Fees and carried interest therefrom, investments that the Principals control may potentially compete with companies acquired by the relevant Fund. Management Fee and Fund Expenses. As set forth in the applicable Partnership Agreements, each Fund pays a Management Fee and certain relevant expenses, which impacts returns to investors. These expenses will be paid regardless of whether the Fund produces positive investment returns. If a Fund does not produce significant positive investment returns, its fees and expenses could reduce the amount of the investment recovered by a Limited Partner to an amount less than the amount contributed by the Limited Partner to such Fund for investments in Portfolio Companies. Portfolio Company Investments. Where multiple Funds invest at the same, different or overlapping levels of a Portfolio Company’s capital structure, there is a potential for conflicts of interest in determining the terms of each such investment. Questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, may raise conflicts of interest, particularly with respect to Funds that have invested in different securities within the same portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, Funds may or may not provide such additional capital and, if provided, each Fund generally will supply such additional capital in such amounts, if any, as determined by Riverside in its sole discretion. Potential conflicts are expected to arise when and to the extent a Fund makes investments in conjunction with an investment being made by another Fund, or if it were to invest in the securities of a company in which another Fund has already made an investment. A Fund may not, for example, be able to invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Funds. This likely will result in differences in price, terms, leverage and associated costs. Where multiple Funds invest in the same company at different times, the first Fund to invest typically will bear a higher level of diligence and transaction fees, costs and expenses than later Funds. There can be no assurance that the return on one Fund’s investments will be the same as the returns obtained by other Funds participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Funds. In that regard, actions taken for one or more Funds may adversely affect other Funds. Allocation of Expenses. Where it is not apparent that a particular expense is a direct cost of a Fund, subject to any relevant restrictions or other limitations contained in the Partnership Agreements of the Funds, an Adviser will allocate expenses in a manner that it believes in good faith is fair and equitable to its clients under the circumstances and considering such factors as it deems relevant, but in its sole discretion. In exercising such discretion, an Adviser may be faced with a variety of potential conflicts of interest. As a general matter, Fund expenses typically will be allocated among all relevant Funds eligible to reimburse expenses of that kind. In all such cases, subject to applicable legal, contractual or similar restrictions, expense allocation decisions will generally be made by Riverside using its best judgment, considering such factors as it deems relevant, but in its sole discretion. The allocations of such expenses may be proportional. In cross fund investments, the Funds may have different expense reimbursement terms and different functional currencies - 38 -
which may result in the Funds generating different returns on the same investment. In many instances an Adviser may incur an expense on behalf of more than one Fund and will seek reimbursement based on the principles described above. Fringe Benefits. The Advisers and their respective personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Funds that will neither be subject to an offset against any Management Fees payable to the Funds nor will otherwise be shared with the Funds, investors and/or Portfolio Companies. For example, in the course of the Funds’ operations, including marketing, research, due diligence, investment monitoring, operational improvements and investment activities, Riverside and its personnel expect to receive and benefit from information, experience, analysis and data relating to Fund or Portfolio Company operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Riverside Information”). In many cases, Riverside Information will include tools, procedures, and resources developed by Riverside to organize or systematize Riverside Information for ongoing or future use. The Funds and their Portfolio Companies are generally expected to benefit from Riverside Information. However, the benefits of such information are expected to be shared with future Funds and Portfolio Companies (or by Riverside and its personnel). Riverside Information will be the sole intellectual property of Riverside and solely for the use of Riverside. Riverside reserves the right to use, share, license, sell or monetize Riverside Information, without offset against any Management Fees, and the relevant Fund or Portfolio Company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. In addition, employees and service providers may receive additional intangible and other benefits. For example, airline travel or hotel stays incurred as Fund or account expenses typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to the Advisers and/or such personnel (and not the Funds, investors and/or Portfolio Companies) even though the cost of the underlying service is borne by the Funds, investors and/or Portfolio Companies. Side Letters. The Advisers may enter into Side Letters with certain investors in a Fund providing such investors with different or preferential rights or terms, including but not limited to preferential fee and carried interest structures, information rights, co-investment rights and first-look provisions, and liquidity or transfer rights that may be material. These side letter rights are generally subject to “most favored nation” rights in most Funds (except for RAC I, RTCS I, RTCS II and certain RAF II, REF V, RVF I and RVF II Side Letter provisions). Certain provisions that are subject to these “most favored nation” rights require an investor to have the same underlying need for such rights. See Item 10 herein for additional disclosures related to specific Side Letters.
Item 9. Disciplinary information
The Advisers and their management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure.
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Item 10. Other financial industry activities and affiliations
Advisory Affiliates The affiliated investment advisers, Riverside Asia Partners LLC, Riverside Europe Partners LLC, Riverside Asia Partners Pty. Limited and Riverside Europe Partners S.à r.l. are under common control with Riverside Partners and possess substantially the same personnel and/or equity owners as Riverside Partners. The General Partners are under common control with Riverside Partners. General Partner affiliates are typically formed for legal, tax, regulatory, or other purposes. A complete list of the affiliated General Partners may be found in Section 7.B of Schedule D of Form ADV Part 1A, publicly available at https://www.adviserinfo.sec.gov/.
Read the rest of Item 10 (438 more words)
This Brochure describes the business practices of Riverside Partners as well as the General Partners and advisory affiliates, which operate as a single advisory business. Should conflicts of interest arise in the context of these relationships, they will be addressed in accordance with the Code of Ethics (described in further detail in Item 11 herein), and in the Partnership Agreements of the Funds, as applicable. Strategic Relationships Riverside has entered into Side Letters with several strategic investors, some of whom have made a substantial investment in each of REF V, REF VI and/or REF VII (each, a “REF Strategic Investor” and together the “REF Strategic Investors”) which grant them rights not granted to other Limited Partners. Riverside may offer the REF Strategic Investors a priority right to coinvest in certain REF V, REF VI or REF VII Portfolio Companies on a no-fee and no-carry basis. In certain instances, the REF Strategic Investors have contracted to receive board observation rights with respect to such REF Portfolio Companies. Riverside has agreed to rebate a portion of certain of the REF Strategic Investors’ REF V, REF VI and REF VII management fee, as applicable, if they have not been offered a minimum amount of co-investment opportunities in REF V, REF VI or REF VII Portfolio Companies, respectively, or Portfolio Companies of other Funds. Riverside has entered into Side Letters with several strategic investors, some of whom have made a substantial investment in RVF II (each, a “RVF II Strategic Investor” and together the “RVF II Strategic Investors”) which grant them rights not granted to other Limited Partners. Riverside may offer the RVF II Strategic Investors a priority right to co-invest in certain RVF II Portfolio Companies on a no-fee and no-carry basis. In certain instances, the RVF II Strategic Investors have contracted to receive board observation rights with respect to such RVF II Portfolio Companies. On April 1, 2017, Riverside Investment Management Company, LLC (“RIMCO”), which indirectly owns 99% of Riverside Partners, sold approximately 9.1% of non-voting interests to Lakeside Partners I, LP (“Lakeside”). Lakeside is an affiliate of Parkwood LLC, which is an existing investor in certain Funds. In connection with this transaction, if Lakeside participates in the first closing of any Fund which had its first closing after April 1, 2017, Lakeside will be granted co-investment rights if co-investment is offered in a deal in such Fund. Lakeside does not have authority over the day-to-day operations or investment decisions at Riverside as such relates to the - 40 -
Funds, although Lakeside has negotiated certain minority protections, consent rights and information rights in connection with its investment in RIMCO.
Item 11. Code of ethics, participation in client transactions and personal trading
The Advisers have adopted Riverside’s Code of Ethics and Securities Trading Policy and Procedures (the “Code”), which sets forth standards of conduct that are expected of Riverside Principals and employees and addresses conflicts that arise from personal trading. The Code requires Riverside personnel to report their personal securities transactions and prohibits Riverside personnel from directly or indirectly acquiring or disposing of beneficial ownership of securities, with limited exceptions, without first obtaining approval from Riverside’s Chief Compliance Officer. In addition, the Code requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information.
Read the rest of Item 11 (498 more words)
A copy of the Code will be provided to any investor or prospective investor upon request to Jennifer H. Boyce, Riverside’s General Counsel and Chief Compliance Officer, at (216) 706-3488. Personal securities transactions by employees who manage client accounts are required to be conducted in a manner that prioritizes the client’s interests in client-eligible investments. The Advisers and their affiliated persons may come into possession, from time to time, of material non-public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Advisers and their affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of an Adviser. Accordingly, should the Advisers or any of their affiliated persons come into possession of material non-public or other confidential information with respect to any public company, the Advisers generally would be prohibited from communicating such information to clients, and the Advisers will have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and procedures that are designed to comply with applicable law. Similar restrictions may be applicable as a result of Riverside personnel serving as directors of public companies and may restrict trading on behalf of clients, including the Funds. Principals and current and former employees of the Advisers and their affiliates may directly or indirectly own an interest in one or more Funds, including certain Co-Invest Funds. Co-Invest Funds may invest in one or more Portfolio Companies in a Fund. A conflict of interest may be created in these cases when the Adviser’s and/or the Employees’ interests are more aligned with one Fund than another. In the case of co-investment, the Advisers may grant certain third-party investors the opportunity to evaluate specified amounts of prospective co-investments in Portfolio Companies or otherwise to have priority in co-investment opportunities. In considering whether to offer co-investment opportunities to a prospective investor, the Advisers may take into consideration factors described in “Co-investment Opportunities” in Item 8 herein. Adviser employees, related persons and consultants may carry on investment activities for their own account and for family members, friends or others who do not invest in the Funds, and may give advice and recommend securities which may differ from advice given to, or securities - 41 -
recommended or bought for, the Funds, even though their investment objectives may be the same or similar. Such transactions are subject to the policies and procedures set forth in the Advisers’ Code of Ethics. In addition, and in limited circumstances, Riverside employees, related persons, and consultants may invest in companies or other securities or instruments that were offered to but passed on by a Fund. Such investments are also subject to the policies and procedures set forth in the Advisers’ Code of Ethics and may be subject to Advisory Committee approval.
Item 12. Brokerage practices
The Advisers focus on securities transactions of private companies and generally purchase and sell such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, the Advisers may also distribute securities to investors in a Fund or sell such securities, including through using a broker-dealer, if a public trading market exists for the securities of a Portfolio Company. Although the Advisers do not intend to regularly engage in public securities transactions, to the extent they do so, they follow the brokerage practices described below. If a Fund sells publicly traded securities, the Advisers are responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by the Advisers.
Read the rest of Item 12 (708 more words)
In such event, the Advisers will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute transactions, the Advisers may consider a variety of factors, including: (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.
The Advisers have full discretion in deciding which brokers or dealers are to be used for a particular transaction and the compensation for those transactions. The Advisers have no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although the Advisers generally seek competitive commission rates, they may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. As a matter of practice, the Advisers currently do not engage in soft dollar transactions, and although they are permitted to do so and may engage in soft dollar transactions in the future in accordance with the limitations of Section 28(e) of the Securities Exchange Act of 1934, as amended, it is not anticipated that they will do so. Although Riverside may receive proprietary - 42 -
research from certain brokerage firms, it does not take the value of such research into account when selecting brokers. In addition, gifts and other entertainment are monitored. Although the Advisers do not anticipate engaging in significant public securities transactions, to the extent that an Adviser engages in any such transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for the Funds are completed independently, an Adviser may also purchase or sell the same securities or instruments for several Funds simultaneously. From time to time, an Adviser may, but is not obligated to, purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Fund is favored over any other Fund. When an aggregated order is filled in its entirety, each participating Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. To the extent such orders are not batched, they may have the effect of increasing brokerage commissions or other costs. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Fund participating in such buy or sell order in accordance with the amount of securities originally requested for such Funds. Each Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. Exceptions to pro rata allocations are permissible provided they are fair and equitable to the Funds over time. In the Advisers’ private company securities transactions on behalf of the Funds, the Advisers may retain one or more broker-dealers or investment banks, the costs of which will be borne by the relevant Fund and/or its Portfolio Companies. In determining to retain such parties, the Advisers may consider a variety of factors, including: (i) capabilities with respect to the type of transaction being contemplated; (ii) commissions or fees charged; (iii) reputation of the firm being considered; and (iv) responsiveness to requests for information. As a result, although the Advisers generally will seek reasonable rates for such services, the market for such services involves more subjective evaluations than public securities brokerage transactions, and the Funds may not pay the lowest commission or fee for such services.
Item 13. Review of accounts
The investments made by the Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, the Principals closely monitor companies in which the Funds invest, and Riverside’s Chief Compliance Officer periodically checks to confirm that each Fund is maintained in accordance with its stated objectives. At least quarterly, Riverside reviews the valuation of investments in the Fund portfolios, and throughout the year monitors transactions that may affect valuations. Items which may impact the valuation of each investment include, but are not limited to: operating performance, financial strength and stability, market or industry dynamics, potential exit strategies, third-party - 43 -
Read the rest of Item 13 (84 more words)
independent appraisals, public comparables and broker or dealer quotations (if the investment is quoted on a public trading market). Client Reports Each investor typically receives a quarterly partner statement for the Fund as well as annual audited financial statements for the Fund (except in the case of the two separate managed accounts that invest in parallel with RSCF I). Outside tax, accounting, and legal professionals are engaged on an as-needed basis to assist with year-end financial and tax reporting and other complex administrative issues.
Item 14. Client referrals and other compensation
Riverside may provide certain business or consulting services to Portfolio Companies and may receive compensation from these Portfolio Companies in connection with such services. As described in the applicable Partnership Agreements, this compensation may, in many cases, offset all or a portion of the Management Fees paid by the Funds. Reimbursements for out-of-pocket expenses directly related to a Portfolio Company may be paid to Riverside in addition to Management Fees. See Item 5 herein for additional information. From time to time, Riverside may enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a Limited Partner in a Fund.
Read the rest of Item 14 (44 more words)
Any fees and expenses payable to any such third-party placement agents will generally be borne by the relevant Adviser, subject to the provisions of the applicable Partnership Agreements. The use of any placement agent is fully disclosed to investors referred by such placement agent.
Item 15. Custody
With respect to most Funds, Riverside is deemed to have custody because its affiliates serve as the general partners of the Funds. With the exception of certain privately offered securities, all assets of the Funds are held in custody by unaffiliated broker/dealers or banks. Limited Partners will not receive statements from the custodians. Instead, most Funds are subject to an annual audit and the audited financial statements are distributed to each Limited Partner. The audited financial statements (except with respect to RAC I as described below) will be prepared in accordance with GAAP and distributed within 120 days of each Fund’s fiscal year end.
Read the rest of Item 15 (72 more words)
With respect to the RAC I, Riverside complies with the Custody Rule by maintaining the Fund’s assets with qualified custodians which send quarterly statements to all investors. RAC I is subject to an annual surprise examination by an independent public accountant. Riverside recommends investors in RAC I to compare the quarterly statements provided by the qualified custodian with statements provided by Riverside and notify Riverside immediately of any discrepancies.
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Item 16. Investment discretion
Each Adviser has discretionary authority to manage investments on behalf of the Funds. As a general policy, the Advisers do not allow clients to place limitations on this authority. The Advisers assume this discretionary authority pursuant to the terms of the Partnership Agreements.
Item 17. Voting client securities
In accordance with SEC requirements, Riverside has adopted a Proxy Voting Policy (the “Proxy Policy”) to address how it will vote proxies, as applicable, for each Fund’s portfolio investments. The Proxy Policy seeks to ensure that the Advisers vote proxies (or similar instruments) in the best interest of the applicable Fund, including where there may be material conflicts of interest in voting proxies. The Advisers generally believe their interests are aligned with those of the Funds’ investors through the Principals’ beneficial ownership interests in the Funds and therefore will not seek investor approval or direction when voting proxies.
Read the rest of Item 17 (174 more words)
In the event that there is or may be a conflict of interest between an Adviser and a Fund in voting proxies, the Proxy Policy provides that such Adviser may address the conflict using several alternatives, including by seeking the approval or concurrence of the relevant Advisory Committee on the proposed proxy vote or through other alternatives set forth in the Proxy Policy. The Advisers do not consider service on Portfolio Company boards by Riverside personnel or the Advisers’ receipt of management or other fees from Portfolio Companies to create a material conflict of interest in voting proxies with respect to such companies. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by the Advisers when voting proxies on behalf of the Clients. A copy of the Advisers’ complete Proxy Policy or information regarding how the Advisers voted proxies for particular Portfolio Companies will be provided to investors or prospective investors at no charge upon request to Jennifer H. Boyce, Riverside’s General Counsel and Chief Compliance Officer, at (216) 706-3488.
Item 18. Financial information
The Advisers do not require prepayment of Management Fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure.
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FORM ADV PART 2B INVESTMENT ADVISER BROCHURE SUPPLEMENT
BELA SZIGETHY STEWART KOHL
RIVERSIDE PARTNERS L.L.C.
Riverside Partners L.L.C. 45 Rockefeller Center 630 Fifth Avenue, Suite 400 New York, New York 10111 (212) 265-6575 http://www.riversidecompany.com
March 2026
This brochure supplement provides information about Béla Szigethy and Stewart Kohl, Riverside’s Co-CEOs, that supplements the Riverside Partners Form ADV Part 2A Investment Adviser Brochure included herein. Please contact Ms. Jennifer Boyce at (216) 706-3488 if you have any questions about the contents of this supplement.
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Read the rest of Item 18 (546 more words)
Béla Szigethy Educational Background and Business Experience Together with Stewart Kohl, Mr. Szigethy oversees all aspects of Riverside’s activities. He has more than 42 years of corporate finance experience, including 37 years as a leveraged buyout investor with Riverside. Prior to founding The Riverside Company in 1988, he was a vice president in the leveraged acquisition department of Citibank, where he worked for seven years. Mr. Szigethy holds a BA from Oberlin College and a Master’s of International Affairs in International Finance from Columbia University. Mr. Szigethy was born in 1955. Disciplinary History There are no legal or disciplinary events to disclose with respect to Mr. Szigethy. Other Business Activities Mr. Szigethy is not currently engaged in any significant private equity investment-related activities as a general partner outside of his roles with Riverside and its affiliated investment advisors. Mr. Szigethy is the owner of small local businesses and real estate in Lake Hopatcong, New Jersey and the owner of two opportunity zone funds which invest in real estate in Dover, New Jersey as well as its tenants. Additional Compensation Mr. Szigethy does not receive any additional compensation that is required to be disclosed. Supervision As the founder and a co-CEO of Riverside, Mr. Szigethy is part of a team that is responsible for implementing and overseeing the investment strategy of Riverside. Mr. Szigethy is not subject to the direct supervision of any other individual. The General Counsel and Chief Compliance Officer of Riverside, Jennifer H. Boyce, supervises the actions of Mr. Szigethy with respect to Riverside’s Compliance Program, which includes policies governing giving advice to clients. Ms. Boyce can be reached by calling (216) 706-3488.
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Stewart Kohl Educational Background and Business Experience Together with Mr. Béla Szigethy, Mr. Stewart Kohl oversees all aspects of Riverside’s activities. He has more than 37 years of leveraged buyout investing experience, including 32 years with Riverside. Prior to joining Riverside in 1993, he was a vice president of Citicorp Venture Capital, the private equity arm of Citibank. Mr. Kohl holds a BA from Oberlin College. Mr. Kohl was born in 1955. Disciplinary History There are no legal or disciplinary events to disclose with respect to Mr. Kohl. Other Business Activities Mr. Kohl is not engaged in any investment-related business outside of his roles with Riverside and its affiliated investment advisers. Mr. Kohl serves as an Honorary Trustee on the Oberlin College Board of Trustees, as a Director on the Cleveland Clinic Foundation Board of Directors, as an Honorary Director at the Cleveland Museum of Contemporary Art, as a Director on The Cleveland Foundation Board of Directors and as a Trustee on The Jewish Federation of Cleveland Board of Trustees. Additional Compensation Mr. Kohl does not receive any additional compensation that is required to be disclosed. Supervision As a co-CEO of Riverside, Mr. Kohl is part of a team that is responsible for implementing and overseeing the investment strategy of Riverside. Mr. Kohl is not subject to the direct supervision of any other individual. The General Counsel and Chief Compliance Officer of Riverside, Jennifer H. Boyce, supervises the actions of Mr. Kohl with respect to Riverside’s Compliance Program, which includes policies governing giving advice to clients. Ms. Boyce can be reached by calling (216) 706-3488.
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Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.