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Reverence Capital Partners: investment adviser
Reverence Capital Partners, L.P., doing business as Reverence Capital Partners, is an investment adviser registered with the SEC (file 801-79964, CRD 171471). 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
- $18.1B
- Discretionary
- 100%
- Accounts
- 53
- Employees
- 47
- In advisory roles
- 31
- 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 | 53 | $18.1B | 100.0% |
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)
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 |
|---|---|---|---|---|---|---|
| Milton Ralph Berlinski | Person | Limited partner and managing partner | D 50% to 75% | Jul 2013 | Yes | |
| MRB Icbc LLC | Company (U.S.) | Member | C 25% to 50% | Jun 2014 | Yes | |
| Peter Christopher Aberg | Person | Limited partner and partner | B 10% to 25% | Jul 2013 | Yes | |
| Zaaz Capital Partners, LLC | Company (U.S.) | Member | B 10% to 25% | Jun 2014 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Milton Ralph Berlinski | Reverence | Person | E 75% or more | Yes | |
| The Berlinski Family 2006 Trust | MRB Icbc LLC | Company (U.S.) | E 75% or more | Yes | |
| Alexander A Chulack | Zaaz Capital | Person | D 50% to 75% | Yes |
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.
Reverence Capital Partners Brochure, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Advisory Business Reverence Capital Partners, L.P. (“RCP”) was established in 2013. RCP, together with its relying adviser, Reverence Capital Partners Real Estate, LLC (“Reverence RE” and, together with RCP, “Reverence” or the “Firm”) is a private investment firm that provides investment advisory services to funds focused on three complementary strategies: (i) Financial ServicesFocused Private Equity, (ii) Opportunistic, Structured Credit, and (iii) Real Estate Solutions. RCP is owned by its three founders, Mr. Milton R. Berlinski, Mr. Peter C. Aberg and Mr. Alexander A. Chulack (the “Founders”). Mr. Berlinski serves as Managing Partner of RCP, while Messrs. Aberg and Chulack are Co-Founders and partners.
Read the rest of Item 4 (695 more words)
The Firm also partners with companies that can benefit from its extensive industry relationships and operating and transaction experience. Reverence RE was established in 2024 and is wholly-owned by RREP GP Holdings, LLC, which is wholly-owned by RCP. Reverence RE expects to sponsor, manage and advise the RCP Real Estate Funds (as defined below) for the primary purpose of deploying capital into three real estate opportunity sets, namely (i) Special Situations, 1 (ii) Distressed Debt Acquisitions, 2 and (iii) Structured Solutions, 3 as well as to invest in other real estate-related investment opportunities further described in this brochure. The Firm provides investment advice to its: flagship private equity fund complexes (the “RCP Equity Funds”), credit fund complexes (the “RCP Credit Funds”), real estate fund complexes (the “RCP Real Estate Funds”) and to different co-investment entities, which were formed to facilitate a specific investment (each such co-investment entity, a “Co-Invest Fund,” and together with the RCP Equity Funds, the RCP Credit Funds and the RCP Real Estate Funds, the “Funds”). The Firm’s services to these entities may include investigating, analyzing, structuring, negotiating and consummating potential investments (including debt instruments), deploying Fund capital to acquire or originate loans, monitoring the performance of investments and advising the Funds as to disposition opportunities. Each Fund has a general partner (each referred to herein as a “General Partner” and together as the “General Partners”). Each General Partner is subject to the Advisers Act pursuant to RCP’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with the Firm. See Item 10: Other Financial Industry Activities and Affiliations. Investments in RCP Equity Funds, RCP Credit Funds and RCP Real Estate Funds are offered to investors through confidential offering documents (as amended and supplemented, the “Offering Materials”) that set forth the investment guidelines and/or the types of investments in which the assets of RCP Equity Funds, RCP Credit Funds and RCP Real Estate Funds, respectively, may be invested. Reverence’s investment advice is carefully tailored to the “Special Situations” refers to direct and/or indirect equity investments in real estate or entities that own real estate, financings, preferred equity investments or other similar instruments which are expected to meet the Fund’s target return objectives. “Distressed Debt Acquisitions” refers to the purchase of performing and non-performing (i) mortgage loans secured by an interest in real property, (ii) mezzanine loans secured by a pledge of the equity interests in a special-purpose entity that owns real property, and (iii) corporate level debt. “Structured Solutions” refers to preferred equity or subordinate capital in real estate companies / assets with distressed capital structures.
objectives of each Fund but not to the objectives of underlying investors in those Funds. The Firm occasionally offers, as permitted by the Governing Fund Documents (as defined below), certain current or prospective investors in the Funds and others an opportunity to make a co-investment with the Funds. In general, any such investor is individually responsible for determining whether it wants to participate in such a co-investment opportunity. The Firm expects in the future to advise additional clients, which may be additional pooled investment vehicles, separately managed accounts or institutional investors. This brochure is not an offer to invest in any of the Firm’s Funds. Any such offer would only be made through the provision of such Fund’s confidential Offering Materials, which include the private placement memorandum, subscription materials and limited partnership agreement (“Partnership Agreement” and, collectively, the “Governing Fund Documents”). Information included in this brochure is intended to provide a useful summary about the Firm, but it is qualified in its entirety by information included in its Funds’ confidential Offering Materials. As of December 31, 20254, the Firm had approximately $17,879,872,629 in discretionary regulatory assets under management (“RAUM”) and did not manage any client assets on a nondiscretionary basis. RAUM of $17,879,872,629 reflects the inclusion of $2,879,340,943 cumulatively invested by RCP I, RCP II and RCP V in certain of its co-investment funds, specifically RCP Artemis Co-Invest, L.P., RCP Harvest Co-Invest, L.P., Reverence Card CoInvest, L.P., RCP Benjamin Co-Invest, L.P., RCP MB Investments, L.P. and RCP Sun Investments, L.P.
Item 5. Fees and compensation
Fees and Compensation Management Fees and Carried Interest As described in more detail in the applicable Fund’s Governing Fund Documents, in consideration for the investment advisory services provided to the Funds, the Firm is generally entitled to receive an annual management fee that ranges from 1.5% to 2.0% per annum of either the applicable Fund’s aggregate investor commitments or net invested capital, subject to certain adjustments. Investors participating in a closing after a Fund’s initial closing date bear the Management Fee from the initial closing date, generally in addition to an interest component payable to the Firm or an affiliate.
Read the rest of Item 5 (5,304 more words)
Management fees are generally billed to each Fund and collected on a quarterly basis either in advance or in arrears, subject to the applicable Governing Fund Documents. The specific payment terms and other conditions of the management fees, carried interest and other compensation available to Reverence or a General Partner are set forth in the applicable Fund’s Governing Fund Documents. In consideration for the investment advisory services provided to each Co-Invest Fund, the Firm is entitled to receive an annual management fee consistent with the fees as appropriate for the relevant Fund, subject to certain adjustments. Subject to the applicable Fund’s Governing Fund Documents and any reductions or waivers mentioned below, investors in the Funds generally bear a carried interest equal to 15% – 20% of the profits, if any, earned from each investment made by the Funds after returning
This reflects the most recent information available at this time.
invested capital, management fees and other expenses and priority returns to the investors. Carried interest distributions are calculated and made to the general partner of each Fund out of the proceeds of the relevant investment at the time of realization (less any escrow withholding). Such carried interest distributions may be subject to a claw-back depending on the aggregate return of all of the Fund’s investments during a Fund’s term or at the end of its term, or alternatively, a portion of such carried interest will be placed in escrow as the limited partners’ recourse in the event of an overpayment of carried interest payments. Each Fund’s fee schedule generally is not negotiable. However, in most cases, the Firm and the General Partners have the discretion to waive or agree to reduce management fees and / or carried interest distributions (and, in some circumstances, to instead enter into an incentive fee arrangement) with respect to a particular Fund or a particular investor within a Fund. In addition, the Firm and the General Partners reserve the right to enter into side letter arrangements or other similar arrangements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of the Governing Fund Documents with respect to such investors. Other Fees and Expenses Borne by the Funds Subject to the limitations in the Governing Fund Documents, each Fund pays, and the investors in those funds indirectly bear, a number of other fees, costs, liabilities and expenses. These vary from private fund to private fund and in many cases are limited by the applicable Fund’s Governing Fund Documents, but generally include, without limitation: (i)
all fees, costs, expenses, liabilities and obligations relating or attributable to sourcing, identifying, evaluating, making, developing, structuring, organizing, negotiating, consummating, financing, refinancing, pledging, diligencing, originating, acquiring, managing, syndicating, managing, monitoring, operating, holding (including asset and loan servicing and administration), hedging, restructuring, trading, rating, selling, winding up, liquidating, dissolving or otherwise disposing of, as applicable, actual and potential investments (including follow-on investments) or seeking to do any of the foregoing (including deal initiation expenses, any associated legal, custodial, trustee, financing, origination, investment banking, placement, finder, underwriting (including both commissions and discounts), brokerage, commitment, transaction, exchange, clearing or other fees and expenses payable to attorneys, accountants, investment bankers, tax professionals, lenders or other financing sources, consultants and similar professionals and/or advisors in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors), whether or not any contemplated investment, transaction or project (or co-investment) is consummated and whether or not such activities are successful (including breakup, reverse breakup and termination fees, expenses and payments) and any similar expenses associated with proposed investments that are ultimately not made by the Funds;
(ii)
routine expenses of the Fund that are not reimbursed by portfolio companies or portfolio investments, including legal, accounting, auditing, administrative, consulting and financing fees and expenses, the management fee, expenses associated with the preparation and distribution of the Fund’s investment-related financial statements or other reports, tax returns, tax estimates and Schedules K‐1 (and any other tax compliance and reports to the limited partners, and other regulatory expenses of the Fund or of the General Partner or the manager relating
to the Funds (including (A) any filings required under applicable securities laws regimes, (B) any forms, schedules, reports, filings, information or other documents prepared with respect to applicable tax and other authorities, including without limitation the U.S. Foreign Account Tax Compliance Act, the Common Reporting Standard issued by the Organisation for Economic Cooperation and Development and any other comparable and/or applicable non-U.S. and U.S. laws, rules or regulations, (C) any reports to be filed with applicable commodities and/or trading commissions or regimes, (D) Form PF and other filings, as well as the costs of any legal inquiries, including regulatory “sweeps”, (E) registration, reporting, schedules, filings, compliance information, documents and other expenses arising in connection with AIFMD or any other law, rule or regulation of any U.S. or non-U.S. jurisdiction related to marketing, offering, selling, holding, owning or disposing of Fund interests, including fees and expenses of any local agents, distributors, third-party service providers and professionals (including depositories, attorneys, agents and representatives) related to the foregoing (other than the initial notifications and filings which fall within Organizational Expenses), and/or (F) side letter and most favored nation elections, and other notices, reports and communications with the limited partners), but excluding, for the avoidance of doubt, expenses associated with the General Partners’ and/or the Firm’s compliance with the Advisers Act and any similar non-U.S. law or regulation imposing obligations upon the General Partners or Reverence solely with respect to providing investment advisory services or advice generally and not in any way pertaining to the Funds, any alternative investment vehicle or any investment specifically); (iii)
any costs and expenses related to the presence of the Funds, the General Partners, Reverence or their respective affiliates in jurisdictions in which the Funds maintain subsidiary acquisition vehicles, holding vehicles or other special purpose entities of the Funds or their subsidiaries formed to make, hold or otherwise facilitate investments directly or indirectly on behalf of the Funds;
(iv)
legal, accounting, custody, account, paying agent, depository, trustee, licensing (lender and otherwise), research (including subscriptions to periodicals or databases), audit, administration (including fees and expenses associated with the Funds’ third-party administrator and administration, tracking or reporting software or services, if any), information, market data, third-party diligence
software and service providers, consulting (including consulting and retainer fees and other compensation paid to consultants performing investment initiatives and other similar consultants, including Special Advisors and Operating Partners (each defined below)), tax and other professional services (including amounts contemplated in “InHouse Services” below);
(v)
any activities with respect to protecting the confidential or non-public nature of any information or data;
(vi)
indebtedness of, or guarantees made by, the Funds or any affiliate thereof on behalf of any Fund (including any margin loan, credit facility, letter of credit or similar credit support), including interest with respect thereto, or evaluating, negotiating, renegotiating, refinancing, maintaining, or seeking to put in place
any such indebtedness or guarantee; (vii)
independent appraisers, valuation agents, pricing services and any other thirdparties engaged in connection with considering, making, holding or realizing an investment;
(viii)
actual, threatened or otherwise anticipated litigation, governmental inquiry, investigation, audit, proceeding, mediation, arbitration or other dispute or dispute resolution process (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation and the appointment of any agents for service of process, including expense of discovery related thereto, including any judgment, fine, other award or settlement entered into and/or paid or payable in connection therewith), except as otherwise set forth in the Governing Fund Documents;
(ix)
indemnification (including any legal or other fees, costs and expenses incurred in connection with indemnifying any Partner or other person pursuant to the Partnership Agreement and advancing fees, costs and expenses incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Governing Fund Documents), except as otherwise set forth in the Governing Fund Documents;
(x)
the costs of any insurance policies for the benefit of the Funds or the General Partner’s or manager’s (including Reverence personnel’s) activities on behalf of the Fund, including directors and officers liability, fidelity bond, data protection, cyber, errors and omissions liability, crime coverage and general partnership liability premiums and other insurance and regulatory expenses, except as otherwise set forth in the Governing Fund Documents;
(xi)
all costs of organizing the Fund (provided that the limited partners’ obligations to make capital contributions in respect of management fees will be reduced by the amount of excess organizational expenses) and all costs incurred in connection with the termination, dissolution, winding up and liquidation the Funds; the formation, management, operation, termination, dissolution, winding up, liquidation, structuring and restructuring of any alternative investment vehicles, subsidiaries, holding entities or other special purpose vehicles;
(xii)
(xiii)
any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental or regulatory inquiry, investigation or proceeding, in each case, involving or otherwise applicable to the Funds, including the amount of any judgments, settlements, remediation or fines paid in connection therewith;
(xiv)
all costs of organizing any acquisition vehicles through which the Fund makes or holds investments;
(xv)
any taxes, fees and other governmental charges levied against the Funds and all expenses incurred in connection with any tax audit, inquiry, investigation, settlement or review of any of the foregoing, and any costs and expenses of or
related to the Fund representative (as set forth in the relevant Governing Fund Documents) of any Funds; (xvi)
unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer by a limited partner;
(xvii) expenses incurred in connection with distributions to, and communications with, limited partners, and with holding any meetings of limited partners, including the annual limited partner meeting or other periodic or special meetings of the limited partners and any other conference or meeting with any limited partner(s) and any reimbursements related thereto (regardless of whether all of the individuals attending or otherwise participating in such meetings are limited partners), in each case, to the extent incurred by the Funds, the General Partners, Reverence or any affiliate thereof including, without limitation, set-up, room and board, dining, speaker fees and honorarium and other meeting-related expenses; (xviii) expenses relating to defaults of limited partners in the making of capital contributions; (xix)
expenses incurred in connection with amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Funds (including as the General Partners consider to be necessary or desirable to comply with the provisions of AIFMD), including the preparation, distribution and implementation thereof;
(xx)
reasonable out-of-pocket costs and expenses and any other fees, costs, expenses, liabilities or obligations of the limited partner advisory committees and the Special Advisors (as defined below);
(xxi)
defaults by Fund partners in the payment or timely payment of any capital contributions; (xxii) compliance or regulatory matters related to the Funds, investments and prospective investments, including compliance (and monitoring compliance) with all agreements and arrangements of the Funds and their respective subsidiaries and alternative investment vehicles (including compliance with any side letter or similar agreement); (xxiii) complying with any law, rule, regulation or policy related to the operations and activities of the Funds (including legal and regulatory fees, costs or expenses of the General Partners incurred in connection with the operation of the Funds (e.g., compliance with privacy, data protection, know-your-customer, anti-money laundering (including any validation of any payments made in connection with any voluntary or compulsory review), sanctions or anti-terrorist laws, rules or regulations) and any costs and expenses related to compliance with any environmental, social or governance considerations or policies); (xxiv) filing, title, transfer, stamp duty, registration and other similar fees and expenses; (xxv) meetings, activities or proceedings of the limited partner advisory committees
(including any out-of-pocket costs and expenses incurred by representatives of the General Partners, Reverence, the limited partner advisory committee members, permitted observers and other persons in attending or otherwise participating in meetings of the limited partner advisory committees); (xxvi) any fees, costs and expenses of Operating Partners or other persons engaged by Operating Partners and all amounts contemplated in “In-House Services” below; (xxvii) interest expenses and other costs of any borrowing, the costs of any hedging transactions and any amounts paid for or resulting from any hedging, negotiated or over-the-counter derivative instruments related to any Fund’s activities or investments; (xxviii) any travel-related expenses (e.g., travel (including business class travel for investment professionals), lodging, entertainment, meals and related expenses) relating to any of the foregoing; and (xxix) all placement fees payable to any person serving as a placement agent in connection with the offering of limited partner interests in the Fund, although such expenses will be borne only by the limited partners and will be applied to reduce the limited partners’ obligations to make capital contributions in respect of management fees. In addition, portfolio companies of the Funds may reimburse Reverence for out-of-pocket fees, costs, liabilities and expenses (and the investors in those funds would therefore indirectly bear such amounts) of the types described above, which may be in the form of a direct reimbursement or a payment in lieu of a monitoring or other transaction fee (in which case, the amount of such payment would generally not be considered a reduction item in the calculation of the management fee paid by the Funds).The Funds also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of Reverence and/or its affiliates and company-level fees and expenses not covered by the list of permissible expenses set forth in the Governing Fund Documents; the relative percentage of these expenses that are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. In certain cases, these or similar expenses (and/or Supplemental Fees) are expected to be charged to portfolio companies, capitalized into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund and the portfolio company. Expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so Reverence expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into
transaction costs. Reverence reserves the right to agree with Operating Partners, Special Advisors, joint venture or similar partners, Service Providers (as further defined below, including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), and transaction service providers), portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. Reverence expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Funds under the Governing Fund Documents if performed by Reverence personnel, but third parties performing the same services generally would be chargeable to the Funds thereunder, and outsourcing to third parties effectively enables Reverence and its affiliates to reduce its personnel compensation costs. In general, expenses attributable to a particular Fund complex are allocated to the fund vehicles which comprise such fund complex according to the methodology set forth in the Governing Fund Documents. Expenses that are attributable to more than one fund complex generally are allocated among such fund complexes based on the relative commitments to or available commitments with respect to the Funds, the relative net asset value of the Funds, or a combination thereof, in each case in accordance with the Firm’s expense allocation policy. However, the Firm has discretion to use another methodology that it believes is more fair and equitable. Expenses of Special Advisors The Firm has designated a group of special advisors, and may appoint additional advisors, consisting of various distinguished current and former business executives who are not affiliates of the Firm (collectively, the “Special Advisors”). The Special Advisors together form an informal advisory panel that the General Partners expect will advise the Firm, the General Partners, the Funds, any investments and/or prospective investments with respect to economic and industry trends, idea generation, advice, industry insight, expertise, experience and analysis, investment sourcing, due diligence, deal execution (including exits), deal execution, financial and structuring matters, investment initiatives, restructuring or reorganizations. Special Advisors are independent consultants (and not employees) of the Firm or the General Partner. The Special Advisors have, and are expected to continue to, regularly provide services to, or in connection with, the Funds in relation to their activities, or to one or more portfolio companies or Issuers (defined below) in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies or investments, including operational aspects of such companies or Issuers. If the Special Advisors serve as directors, advisors or consultants of a portfolio company or Issuer, they may receive and retain directors’ fees and other compensation from such portfolio company or Issuer (including salary and performance8
based compensation, incentive equity, stock awards or other profits interests). Reverence, the General Partners or their affiliates (other than the portfolio companies, Issuers or the Funds) may also engage Special Advisors as consultants. The Special Advisors do not receive any compensation from Reverence but are permitted to invest in the Funds (or in specified investments therein) on a fee-free and carry-free basis and co-invest opportunities based on their contribution to sourcing, execution or oversight. The Special Advisors may also receive fees for acting as consultants to the Fund with respect to the sourcing, structuring, holding or execution of Fund investments, which fees will be negotiated on an arm’s-length basis and will be borne by the applicable Fund. In addition to such fees, the Funds will generally bear any travel costs or other out-of-pocket expenses incurred by Special Advisors in connection with the provision of their services. Pursuant to the Governing Fund Documents, any such fees or other compensation received directly by Special Advisors and any reimbursement of expenses will not constitute “Fee Income” (described below) and will not offset or reduce the Management Fee. In exercising its discretion to recommend to the Funds, or to portfolio companies and Issuers (as defined below), that they contract for services with Special Advisors, the Firm is subject to potential conflicts of interest that are discussed below. See Item 8: Methods of Analysis, Investment Strategies and Risk of Loss — “Service Providers” below. Expenses of Operating Partners Additionally, as further described herein and in the Governing Fund Documents, Reverence has begun, and expects to continue, to hire or otherwise retain certain professionals (collectively, the “Operating Partners”) with operational expertise primarily to provide investment-related operational services (including monitoring, maintenance, asset management, technology, acquisition integration/rationalization and/or other operations services, acquisition or other due diligence, environmental, social and corporate governance, sales, marketing, business development and/or human resources) and due diligence, acquisition, realization and other similar services to portfolio companies and Issuers) (“Operating Partner Service”). Where retained for any specified engagement, the Operating Partners are expected to receive salary and performance-based compensation, as well as fees and reimbursement of certain travel and other costs, and may receive incentive equity, stock awards or other profits interests in such company from the Fund or any investments or the Issuers thereof on terms that the borrower or Issuer (or the General Partner if engaged by the Fund) determines to be fair and reasonable to the Fund and such Issuer applicable to such services and/or functions. Such compensation may be paid by an underlying issuer or directly by the Fund (or any intermediate entity or other subsidiary of the Fund) or initially may be paid by the General Partner or Reverence (or its affiliate) and then reimbursed by an Issuer or the Fund (or any intermediate entity or other subsidiary of the Fund). Fees, expenses and other amounts paid or received by Operating Partners in connection with their services, including amounts in connection with particular transactions or investments, will not reduce or offset the management fee. The use of Operating Partners subjects the Firm to potential conflicts of interest, as discussed under Item 8: Methods of Analysis, Investment Strategies and Risk of Loss — “Operating Partners” below. In-House Services
Employees and other professionals and personnel employed or engaged by the Firm and/or its affiliates (including RCP’s Asset Management Team (defined below) and the Reverence RE team) will provide certain accounting, financial, reporting, fund administration, tax, internal audit, legal, compliance, transaction execution, broker-dealer, asset management (e.g., monitoring covenant compliance by borrowers and other counterparties, monitoring the financial condition and other relevant operating data of such borrowers and other counterparties, tracking and enforcing payment obligations and cash payments, etc.), loan administration, loan origination, financial advisory and other services (collectively, “In-House Services”) to the Funds (and, in some cases, directly to underlying borrowers or issuers of investments) in lieu of third parties providing such services or to supplement the services provided by third parties. Reverence or its applicable affiliates will be reimbursed by the Funds or entities for providing InHouse Services (including salary, bonus, fees, retainers, deferred compensation, benefits, salary overhead and payroll administration and charges), and other cost reimbursement (including travel, meals and lodging)) that the General Partners determine are applicable to such services and/or functions; provided, however, that the costs of any In-House Services paid or reimbursed by the Funds shall not, in the aggregate, exceed the costs that would be payable to an unaffiliated nationally recognized service provider (as determined by the General Partners) for providing similar services. In any case, although Reverence will charge rates for In-House Services that in the aggregate do not exceed equivalent market rates, there is no guarantee that the rate for any individual service provided by Reverence or its affiliates will be lower than an equivalent third party service provider. Consequently, Reverence undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking relates specifically to the assets or services to which such rates or terms relate. Any payments and reimbursements associated with the In-House Services may, in the discretion of the General Partners, instead be paid, without duplication, by any direct or indirect subsidiary of the Funds. None of the payments and/or reimbursements associated with the In-House Services will reduce or offset the Management Fee. Service Provider Fees At least one of the Funds has engaged, and the Firm expects certain additional Funds to engage (directly or indirectly) one or more providers of services (including broker-dealer services, loan services, property management, and loan originators) that (i) are owned by or otherwise related to the Firm, Reverence RE or its affiliates or former personnel or (direct or indirect) owners and/or one or more other Funds or (ii) in which the Firm, Reverence RE, or its affiliates or former personnel or (direct or indirect) owners holds an ownership interest (any such service provider, an “Investment Service Provider”) to provide property management, development management and other services in relation to some or all of the investments in circumstances where a Fund would have otherwise engaged a third party to provide such services. The amount of fees paid to any Investment Service Provider will be determined in the relevant General Partner’s commercially reasonable, and sole, discretion, taking into account the relevant facts and circumstances and consistent with the responsibilities of the General Partner and the Firm. Any fees, costs, expenses and liabilities incurred in connection with services provided by such Investment Service Providers will be borne (directly or indirectly) by the applicable Fund, a subsidiary thereof, the issuer of an investment or its affiliate and will not reduce or offset the Management Fee. Transaction Fees and Special Income
The Firm and/or its affiliates have in the past received and expect to in the future receive transaction fees and special income with respect to its Funds and their actual or prospective investments, including, subject to the limitations in the Governing Fund Documents, financial advisory and consulting fees (whether in the form of cash, securities or otherwise), monitoring fees and advisory fees, break-up fees, director fees, closing fees, investment banking fees, placement fees, commitment fees, and litigation proceeds from transactions not consummated and other similar fees (collectively, “Transaction Fees” and, collectively with the costs of InHouse Services, and with amounts payable to Operating Partners and Investment Service Providers, “Supplemental Fees”). Transaction Fees shall be used first to repay the General Partner, the Firm and their affiliates for any unreimbursed transaction expenses (that would otherwise be expenses of the applicable Fund), if any, that have been advanced by them on behalf of such Fund in connection with any such consummated or unconsummated transaction or in connection with generating any such Transaction Fees. Except as otherwise permitted pursuant to a Fund’s Governing Fund Documents, an amount equal to a portion of such Transaction Fees (which, for the avoidance of doubt, do not include Affiliated Broker-Dealer Fees (as defined below)) received by Reverence in respect of services or transactions on behalf of a Fund or its portfolio company and net of reimbursed expenses will reduce the management fees owed by such Funds. Transaction Fees could, in certain cases, include lump-sum, accelerated or termination payments in respect of such fees in the event of the sale or initial public offering of the relevant portfolio company or other termination of the arrangement. In the case of an acquisition or disposition, Transaction Fees may be expected to be structured as payments of a percentage of the enterprise value of a company, or in the case of financings or recapitalizations, the aggregate amount of the financing, or on some other basis depending on the circumstances of a particular transaction. In some cases, a Transaction Fee could be in the form of options, warrants or other rights to purchase securities of the Issuer of an investment (or affiliate thereof) and could be valued at the time of grant or receipt or otherwise depending on the circumstances and in accordance with the applicable Governing Fund Documents. The Firm also reserves the right to charge portfolio companies Transaction Fees in the form of annual monitoring fees (e.g., fees for time regularly devoted to a portfolio company). In certain cases, the acceleration of monitoring fees in connection with the sale or initial public offering of the underlying portfolio company could be permissible under the applicable Governing Fund Documents. In such a case, the Firm may receive a payment equal to some portion of future annual monitoring fees.
Over the life of an investment, the Firm may receive multiple types or payments of Supplemental Fees with respect to a single investment. Even in circumstances where Supplemental Fees would be completely offset against management fees under the Governing Fund Documents, Reverence’s receipt of Supplemental Fees when due from portfolio companies provides a benefit to Reverence in that it generally results in earlier availability of such amounts relative to management fee due dates. In accordance with the Governing Fund Documents, investors will not receive interest or other compensation for the time period between Supplemental Fee receipt and the later date of offset of the relevant amounts (if any) against the relevant management fees.
The Firm may be paid Supplemental Fees on behalf of or with respect to co-investors and other owners of an investment. Should this occur, the Firm reserves the right to not apply the receipt of such fees to reduce the management fee payable by any Fund(s) that have also invested in such investment and, as a result, a Fund would, in such cases, only benefit with respect to its allocable portion of any such fee. As a result, a Fund will not benefit from (and Reverence and its affiliates are expected to retain) the portion of any fee that relates to, among other items, any fee-free investor commitments, such co-investors or potential co-investors, Service Providers,
which have the potential to be significant. Reverence’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. Reverence principals and personnel (or an affiliated entity thereof) and Special Advisors that invest in a Fund generally will be exempt from payment of the management fee and carried interest with respect to such Fund. In addition, to the extent permitted by the relevant Governing Fund Documents, the Firm has the right to permit investors, affiliated with Reverence or otherwise, to invest through the relevant General Partner or other vehicles that do not bear management fees or carried interest or to exempt such persons from paying all or part of the management fees and / or carried interest that would otherwise be payable by such investor. The Funds are also expected to incur (i) brokerage costs and other fees in the event that the Funds invest in publicly listed securities or debt securities or other debt-related investments, and (ii) to the extent permitted by the relevant Governing Fund Documents, offering, syndication, underwriting, financial advisory, solicitation, origination, or other fees, including fees related to acting as an ‘agent’, ‘loan servicer’ or in a similar capacity with respect to borrowings by a portfolio company or investment, or any loans, notes or similar instruments owned by such Fund, payable to a broker-dealer in connection with activities related to such Fund and its portfolio companies or investments or potential portfolio companies or investments. Where such fees are paid to a broker-dealer affiliated with the Firm (“Affiliated Broker-Dealer Fees”), no portion of such Affiliated Broker-Dealer Fees will reduce or offset the management fees owed to the Firm by any such Fund. Please see Item 8: Methods of Analysis, Investment Strategies and Risk of Loss — Certain Conflicts of Interest – Affiliated Broker-Dealer Activities. The inclusion of an expense category in a Fund’s Governing Fund Documents will not impose on Reverence an obligation to charge an expense (or the full amount of that expense) to that Fund; instead, permitted expenses will be allocated and charged in Reverence’s discretion to the Fund(s) it deems appropriate. Additional information about each Fund as well as the fees and expenses charged
to investors by each Fund is provided in the Offering Materials or relevant Governing Fund Documents.
Item 6. Performance-based fees and side-by-side management
The existence of performance-based compensation has the potential to create an incentive for a General Partner to operate the relevant Fund in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise make in the absence of such arrangement, although the Firm generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Governing Fund Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.
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As discussed in Item 5, the Funds’ investors generally bear a carried interest equal to 15% – 20% of the profits, if any, earned from each investment made by the Funds after returning invested capital, management fees and other expenses and priority returns to the investors. Carried interest distributions are calculated and made to the General Partner of the applicable Fund out of the proceeds of the relevant investment at the time of realization. Carried interest distributions may be subject to a claw-back depending on the aggregate return of all of the Fund’s investments (such a claw-back occurring during a Fund’s term or at the end of its term) or, alternatively, a portion of such carried interest distributions may be placed in escrow as
recourse for the limited partners in the event of an overpayment of such carried interest. Reverence and the General Partners have the discretion to waive or reduce carried interest distributions and, in some circumstances, to instead enter into an incentive fee arrangement with respect to a particular Fund or a particular investor within a Fund. The General Partners are related persons of the Firm. The Firm receives no portion of any such carried interest; however, certain of its supervised persons are entitled to a portion of any such carried interest paid. Carried interest arrangements create an incentive for the Firm to recommend investments which may be riskier or more speculative than those that would be recommended under a different arrangement in order to achieve higher returns. Despite this potential conflict of interest, the Firm will seek to manage its Funds in accordance with its stated investment objectives. As discussed above, Reverence and the General Partners have sought to further mitigate this risk by including claw‐back provisions or escrow arrangements in the carried interest distribution structure, disclosing information about investments to investors and requiring the General Partners’ members to make personal investments in the funds through the General Partners. To the extent that one or more of the Funds experience gains and one or more other Funds experience losses, Reverence has an incentive to allocate a disproportionate amount of time and resources to the Funds that are most likely to generate carried interest distributions. The Firm seeks to mitigate this risk by having the Firm’s principals make significant personal capital commitments to the Funds and by seeking capital commitments for a new fund complex only as its predecessor Fund approaches the end of the investment period or has invested a significant proportion of its investable capital.
Item 7. Types of clients
Types of Clients The Firm provides investment advice solely to its Fund clients, and references throughout this Brochure to “clients” and to the Firm’s related duties to and practices on behalf of its clients and/or investors should be construed accordingly. Investors in the Funds generally include individuals, family offices, trusts, funds of funds, institutional investors, pension plans, endowments and sovereign wealth funds. Prospective investors in each of the Funds are required to meet certain suitability qualifications to enable the Funds to maintain their private placement exemptions under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “Investment Company Act”).
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The conditions for becoming an investor in each Fund, including the minimum investment, are set forth in the Offering Materials or the Governing Fund Documents for such Fund. The minimum investment is generally $5 million, though the Firm generally has the discretion to waive such minimum, subject to compliance with applicable law. ITEM 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies RCP Equity Funds – Investment Strategy RCP’s equity strategy seeks to deliver attractive, risk-adjusted returns by investing in a
diversified portfolio of companies across the financial services sector, with an expected focus on five subsectors: (i) asset and wealth management, (ii), bank and non-bank finance companies, (iii) capital markets, (iv) financial technology and business services, and (v) insurance. Navigating the financial services sector requires specialization due to the business model complexities, cyclicality and continuous changes powered by demographic, technological and regulatory factors that impact the industry. RCP aims to identify investment opportunities through a combination of proactive engagement with companies identified through the development of its investing themes and the extensive network of relationships that the RCP investment professionals have with boards, management teams and intermediaries. RCP employs a thematic approach to investing, focusing on long-term trends and structural shifts, actively engaging in market-mapping the universe of potential investment opportunities, utilizing the Firm’s existing business network and further building relationships through active outbound prospecting. This approach concentrates the Firm’s efforts on businesses that are positioned to benefit from favorable long-term trends and are expected to produce positive risk-adjusted returns over their investment horizon. RCP focuses on opportunities where the Firm’s industry experience, product expertise and network of relationships present a competitive advantage. RCP Equity Funds – Investment Evaluation and Approval Process Each potential investment opportunity is initially reviewed by at least one RCP partner and typically discussed informally by a subset of RCP’s investment team and discussed informally among the Founders. One or more of RCP’s partners will make an initial determination regarding an investment’s attractiveness. These preliminary decisions are based on a number of important criteria, including: an evaluation of the quality of the business, the competitive dynamic and fundamental position of the industry, competitive advantages and disadvantages, the management team, potential valuation, transaction dynamics, likely competition for the transaction, potential upside and downside risks and potential exit strategies. Approved potential investment opportunities are assigned to a deal team, which is generally composed of one or more RCP partners and additional investment team members. The deal team is responsible for RCP’s comprehensive due diligence efforts, budgeting, structuring, contract negotiations and arranging financing for a potential investment. The deal team reports to, and consults with, RCP’s PE Investment Committee (the “PE Investment Committee”) as appropriate during various stages of a transaction, for example on whether to proceed with full due diligence (which generally entails engaging outside advisors) and whether to commit the Funds’ capital to the investment. When due diligence has been completed and definitive documentation is being finalized, the deal team must seek final approval from the PE Investment Committee before proceeding with the transaction and signing binding documentation. Currently, the Founders serve as the voting members of the PE Investment Committee. However, all members of the investment team typically participate in PE Investment Committee discussions. In its preliminary due diligence review, the deal team pays particular attention to a target company’s business model, financial performance, value proposition and growth prospects. It also considers industry position, consistency with the Fund’s investment criteria, RCP’s competitive position and potential transaction structures. After consulting with the PE Investment Committee and resolving any issues raised, the deal team will generally prepare a preliminary, non‐binding indication of interest (an “IOI”) to be submitted to the prospective
target company. If the target company accepts the terms of an IOI, the deal team commences a detailed initial due diligence process, focusing on testing its investment thesis, critical elements of alignment with the target and areas where RCP believes it could enhance value through active ownership. Upon completion of the initial diligence, the deal team prepares a more comprehensive PE Investment Committee briefing document setting out a detailed business overview, discussion of the investment thesis and key risks, preliminary diligence findings and thoughts on structure and valuation. The PE Investment Committee then engages with the deal team in a detailed review of the opportunity and provides feedback on additional resources to assist in further diligence and assessment of the opportunity, whether from RCP sources, the Firm’s Special Advisors or other industry contacts and resources. Upon PE Investment Committee approval, the deal team typically proceeds to submit a non‐ binding letter of intent (the “LOI”), which is reviewed by RCP’s Founders and contains key business, financial and legal terms for a potential transaction. If the target accepts the terms of the LOI, RCP retains experienced, third‐party professionals to assist in conducting final due diligence and preparing customary due diligence reports on finance, accounting, legal, regulatory, tax, know-your-customer (“KYC”), anti-money laundering, anti-terrorism, background checks and other relevant matters. Throughout the final diligence process, RCP focuses on confirming the thesis, identifying and addressing any key issues and ensuring alignment with key stakeholders at the target company. As the deal team nears completion of the final diligence, it presents its complete findings and recommendations to the Investment Committee in order to seek its final approval. Following an acquisition, the deal team responsible for the investment continues to have primary responsibility for monitoring the portfolio company’s performance. RCP monitors performance through its representation on the boards of directors or other governing bodies of its portfolio companies and by maintaining an ongoing dialogue with portfolio companies’ management teams. Portfolio companies are also reviewed as part of RCP’s weekly Investment Committee meetings. Material events and disposition opportunities involving portfolio companies are discussed with RCP’s Investment Committee and Portfolio Committee (which is described in Item 13 below). RCP Credit Funds – Investment Strategy RCP’s credit strategy seeks to make opportunistic structured credit as well as other credit and credit-related investments across two synergistic credit and credit-related opportunity sets: (i) Asset-Based Finance and (ii) Dislocated Credit. “Asset-Based Finance” refers to structured credit, including securities and other instruments (which are expected to be primarily in the form of loans but may be preferred equity, common equity or other instruments) that are secured by inventory, accounts receivable, equipment, real estate or other assets owned by the borrower. These three primary asset classes include the following sub-sectors, among others: (i) Specialty Finance: Equipment Leasing, Royalty Finance, Receivables and Inventory Financing, Small Business Lending, Auto Financing, Point of Sale Loans, Unsecured Consumer, Student and Vocational Lending, and Litigation Finance; (ii) Real Estate: Performing Loans, Sub/NonPerforming Loans, Bridge & Transitional Lending, Single-Family Rentals, Home Equity Investments, Mortgage Servicing Rights, Entertainment, Hotels, Industrial, Multifamily, Office, and Residential; and (iii) Transportation / Infrastructure: Transportation Finance, Commodity
Finance, Aviation Finance and Energy Finance. “Dislocated Credit” refers to performing or distressed loans, debt securities and similar instruments with an expectation at the time of investment of meeting the RCP Credit Fund’s target return objectives. Within Dislocated Credit, areas of particular focus are expected to include Structured Products and Corporate Credit. RCP Credit Funds intend to focus on investments in sectors which have less dedicated capital due to regulatory constraints on the banking system, complexity, and/or a need for innovative structuring or underwriting. Additionally, RCP Credit Funds intend to invest in public market securities in times of market dislocation. Further to this, a fundamental principle is to be agnostic to sectors and to be completely focused on relative value across sectors. Diversification is expected to play a part in choosing at any point in time several sectors with a potential for attractive risk-adjusted returns. RCP Credit Funds – Investment Evaluation and Approval Process The credit investment committee (“Credit Investment Committee”), is co-chaired by Peter Aberg (Partner, Co-Founder and Co-CIO, Credit) and Joshua Swidler (Managing Director, Co-CIO, Credit), with Milton Berlinski (Managing Partner and Co-Founder), and Steven Herrup (Deputy CIO, Credit) as members. The Credit Investment Committee meetings are open to all investment professionals, and the decision process is designed to be driven by consensus. The Credit Investment Committee, by consensus, has the authority to approve all Asset-Based Lending investments and all sector allocations. Each Dislocated Credit opportunity requires approval by an RCP partner and a portfolio manager. At the time of purchase, an exit price will be set and thereafter reevaluated based on evolving economic and market conditions. Dislocated Performing Credit The investment process for corporate credit includes an in-depth evaluation of the industry, current market dynamics, and a deep understanding of the individual credit and its peer group. RCP intends to focus on understanding the factors which impact corporate cash flow, asset valuation (if applicable), the mechanisms for repayment, and the liability structure, to obtain a solid appreciation of downside risk. Additional analysis includes potential for merger or acquisition, detailed review of credit documents and secured debt capacity, rating agency updates, benchmarking of cash conversion cycle / key industry specific financial metrics and an understanding of ecosystem competitors, suppliers, and clients. The investment process for structured products will commence with an understanding of the current market technicals and drivers of pricing followed by specific structural and collateral analyses. A structural analysis generally includes a review of reinvestment risk, call protection, covenants / triggers, securities waterfall / payment sequencing, reserve accounts, cash traps, manager / servicer / special servicer experience, reporting quality, issuer call options, coupon steps, refinance risk, structural leverage, and reserves. A collateral analysis generally includes a review of historical performance of the underlying collateral, loans, or leases (prepay speeds, delinquency, occupancy), projection of delinquency rates, charge-offs, prepayments, cash flows, asset liquidity, payee diversity, collateral characteristics (seasoning, concentrations, tenancy, location, competitive advantage, supply and demand), valuation / loss assumptions, data transparency and performance triggers. All of these factors are then reviewed in the context of peer / sector benchmark performance and outlook, market liquidity, yield curve analysis, regulatory policy, and scenario analysis.
Asset-Based Lending The investment process for Asset-Based Lending generally consists of the following eight steps: (i) initial investment screening with an RCP partner or principal and RCP’s general counsel, (ii) communication of RCP initial terms, (iii) obtaining of the Credit Investment Committee’s support for the execution of a non-binding term sheet, (iv) confirmatory due diligence, (v) structuring, (vi) final Credit Investment Committee’s approval post-diligence, (vii) closing / settlement and (viii) asset management. The investment process for asset-based lending is initiated when the investment team organizes an initial screen and review of each opportunity, which is generally summarized into a one- to two-page review of the opportunity (which typically includes offered and suggested terms for investment) for review by an RCP partner or principal and RCP’s General Counsel. Key diligence areas covered in the initial screening process generally include: corporate profile / strategy / management experience, sources and uses, market positioning / reputation, historical performance, collateral analysis and review, credit agency input and expected return analysis. Following the initial screening process, confirmatory due diligence is conducted, with due diligence scopes varying depending upon the asset type, collateral, and legal structure of the investment being considered. To mitigate for fraud and reputational risk and to satisfy applicable regulatory obligations, RCP will perform KYC, anti-money laundering, anti-terrorism and background checks on counterparty entities and material owners / guarantors as appropriate prior to investing. Background checks will be performed by third-party vendors and legal counsel will assist in reviewing any findings. Due diligence scopes will vary depending upon the asset type, collateral, and legal structure of the investment being considered. Following the closing of an investment, RCP performs continuous monitoring and surveillance of each investment, monitoring each credit to (i) compare performance against initial underwriting and (ii) enforcing loan documents and covenants to mitigate potential deterioration of the asset. RCP Real Estate Funds – Investment Strategy The Firm’s real estate strategy seeks to deploy capital into three real estate opportunity sets, namely (i) Special Situations, (ii) Distressed Debt Acquisitions, and (iii) Structured Solutions, as well as to invest in other real estate-related investment opportunities. “Special Situations” refers to direct and/or indirect equity investments in real estate or entities that own real estate, financings, preferred equity investments or other similar instruments which are expected to meet the Fund’s target return objectives. “Distressed Debt Acquisitions” refers to the purchase of performing and non-performing (i) mortgage loans secured by an interest in real property, (ii) mezzanine loans secured by a pledge of the equity interests in a special-purpose entity that owns real property and (iii) corporate level debt. “Structured Solutions” refers to preferred equity or subordinate capital in real estate companies / assets with distressed capital structures. The RCP Real Estate Funds will seek to capitalize on market dislocation by acquiring real estate equity and debt and investing across the capital stack in real estate that Reverence RE believes is fundamentally sound but is encumbered by distressed capital structures and/or owners. The RCP Real Estate Funds may invest in commercial mortgage-backed securities in times of market dislocation, and in public or private real estate operating companies, including
REITs, with distressed capital structures. The RCP Real Estate Funds will primarily focus on investments in major metropolitan markets across residential and retail assets, with a secondary focus on hospitality and industrial assets. Diversification is expected to play a part in choosing at any point in time the asset classes and markets with a potential for attractive risk-adjusted returns. Reverence RE will evaluate investments across a range of markets nationally focusing on those Reverence RE believes have a high barrier to entry, long-term positive employment growth and household formation. RCP Real Estate Funds – Investment Evaluation and Approval Process The investment committee of Reverence RE (the “Real Estate IC”) currently consists of Benjamin Young (Managing Director & Head of Real Estate, Reverence), Milton Berlinski (Managing Partner & Co-Founder, Reverence), Peter Aberg (Co-Founder, Partner & Co-CIOCredit, Reverence), and Josh Swidler (Co-CIO-Credit, Reverence). Each investment opportunity will be subject to due diligence. Throughout the life of an investment, the Reverence RE investment team will provide hands-on asset management, manage risk, and continually evaluate exit strategies. All prospective investment opportunities are initially screened by the Reverence RE investment team to ensure that they conform with the RCP Real Estate Funds’ overall investment strategy. If an investment opportunity meets the RCP Real Estate Funds’ initial screening criteria, the Reverence RE investment team will undertake a more thorough underwriting and due diligence review. Each investment by the RCP Real Estate Funds will be subject to a due diligence process and extensive credit analysis, which will typically include physical, zoning, legal, financial and/or leasing/sales review. Before proceeding with an investment and signing binding documentation, the deal team must seek final approval from the Real Estate IC. The Real Estate IC will review the terms of any real estate investment. All members of the Real Estate IC and Reverence RE’s investment team will participate in Real Estate IC discussions. Reverence RE’s investment team (together with the Real Estate IC members) will provide oversight and functional support for investments acquired by the RCP Real Estate Funds, including monitoring real estate investments by comparing performance versus initial underwriting and enforcing loan documents and covenants to mitigate potential deterioration of the asset. The Reverence RE investment team will work with the Asset Management Team to monitor property level performance relative to budgets, oversee capital improvement projects and ultimately oversee the disposition of an asset, where applicable, which will allow the Reverence RE investment team, with support from the Asset Management Team (as needed), to identify in real time any problems that need to be remedied or appropriate deviations from the business plan. For debt acquisitions, the Reverence RE investment team, together with the Asset Management Team (as needed), will monitor all loan covenants to confirm they are being adhered to as well as maintain constant communication with borrowers to monitor property performance. The Reverence RE investment team will leverage their operational and structuring capabilities to evaluate and enhance property performance, and to understand and mitigate risk. Risks of Investment and Conflicts of Interest Risk of Loss. An investment in a Fund entails a high degree of risk, including the risk of loss of capital, and is suitable only for sophisticated investors who fully understand and are capable of bearing the risks of such investment. There can be no assurance that any Fund will be able to achieve its investment objectives or that investors will receive any return of capital.
Prospective investors should carefully consider the following factors, among others, in making their investment decision. The risks and conflicts of interest associated with the Firm’s investment strategies and an investment in a Fund include, but are not limited to, those listed below. No Assurance of Investment Return. The Firm cannot provide assurance that it will be able to choose, make or realize investments in relation to any particular borrower, seller, counterparty, issuer of any investment (each an “Issuer”) or portfolio company or that the Funds will be able to invest fully their committed capital. There is no assurance that the Funds will be able to generate returns for their investors or that the returns will be commensurate with the risks of investing in the types of companies and transactions described herein. There can be no assurance that the Funds’ investment objectives will be achieved or that there will be any return of capital. Therefore, an investor should only invest in the Funds if the investor can withstand a total loss of its investment. The past investment performance of entities with which partners and employees of the General Partners have been associated should not be construed as an indication of future results of any investment in the Funds. There can be no assurance that projected or targeted returns for the Funds will be achieved. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if the relevant General Partner is unable to identify sufficiently attractive investments. A General Partner may expend significant resources and incur significant costs in relation to a potential investment for a Fund. Such costs will be charged to such Fund and may not be recoverable, particularly if the Fund’s bid for the investment is unsuccessful or if the investment is not completed for any other reason. The General Partners expect to encounter competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and corporations, business development companies, strategic industry acquirers, financial institutions (such as mortgage banks and pension funds), hedge funds and investment funds and other financial sponsors or institutional investors, private equity and debt investors, and credit vehicles. Further, over the past several years, an increasing number of private equity and debt funds have been formed (and many such existing funds have grown in size). Additional funds with similar investment objectives may be formed in the future by other unrelated parties. Some of these competitors have more relevant experience, greater financial resources and more personnel than the General Partners. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available to the Funds and adversely affecting the terms upon which investments can be made. To the extent that the Funds encounter competition from other strategic buyers and investors engaged in activities similar to those of the Funds, such competition could have the effect of increasing acquisition and other costs and the length of time required to fully invest the Funds, thereby reducing investment returns. Dynamic Investment Strategy. While each General Partner generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein, the relevant General Partner 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 Governing Fund Documents. A General Partner may pursue investments outside of the industries and sectors in which Reverence has previously made investments or has internal operational experience.
Impact of Government Regulation, Reimbursement and Reform. Certain industry segments in which a Fund may invest are or may become (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. While each Fund intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Fund may invest. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of the Firm and the Funds. Such current and future rulemaking is expected to impact the Firm and its affiliates, the Funds and/or their investments, and the Funds have the potential to bear significant increased costs as a result of such rules. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including any Management Fee payable to the General Partner) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including unfunded Commitments. Projections. In all cases, projections, forecasts and targeted returns are forward-looking statements and are only estimates of future results that are based upon information received from or with respect to portfolio companies, Issuers and third parties and assumptions made at the time the projections are developed that Reverence considers reasonable. Projections are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. Projected operating results will often be based on management judgments. Actual results are expected to vary from the projections, and the variations may be material. Targeted returns are provided for illustrative purposes only as general insights into a Fund’s investment objective and anticipated risk profile and are not intended to be viewed as indicators of likely performance returns to investors. Targeted returns are based on current market conditions, as well as the models and assumptions of the portfolio managers, and are subject to change without notice. There is no guarantee a Fund will reach its targeted returns or will be able to avoid losses. The inclusion of projections in Offering Materials should not be regarded as a representation by the applicable Fund, General Partner, Reverence or any of their respective affiliates or any other person or entity of the results that will actually be achieved by such Fund. There can be no assurance that the results set forth in any projections will be attained, and general economic factors, which are not predictable, can have a material effect on the reliability of projections. Limited Access to Information; Confidentiality. Limited partners’ rights to information regarding a Fund, the relevant General Partner or Reverence generally will be specified, and in many cases strictly limited, by the Governing Fund Documents. It is anticipated that the General Partner will obtain certain types of material information with respect to a Fund’s investments
that will not be disclosed to limited partners because such disclosure is prohibited for contractual, legal or similar obligations, which may be outside of the Firm’s control, or because the level of detail is deemed inappropriate or unnecessary by the Firm, in its discretion. Decisions by a General Partner not to present certain information may have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interests may have difficulty in determining an appropriate price for such interests. Decisions not to present information also may make it more difficult for limited partners to monitor the General Partner, Reverence and a Fund’s performance. Additionally, limited partners who designate representatives to participate on a Fund’s advisory committee will, by virtue of such participation, have more information about a Fund and its investments in certain circumstances than other limited partners generally and may receive information in advance of communication to other limited partners. In addition, certain limited partners may also be limited partners in more than one Fund. It is also possible that a Fund or its investments may be counterparties or participants in agreements, transactions or other arrangements with a limited partner or an affiliate of a limited partner. Such limited partners may therefore have different information about the General Partner and a Fund than limited partners that are not similarly positioned. Similarly, not all limited partners monitor their investments in vehicles such as a Fund in the same manner. For example, certain limited partners may periodically request from the General Partner information regarding a Fund and its investments that is not otherwise set forth in (or has yet to be set forth in) the reporting and other information required to be delivered to all limited partners. In such circumstances, the General Partner may provide such information to such limited partner, but the fact that the General Partner has provided such information upon request by one or more limited partners does not necessarily obligate the General Partner to affirmatively provide such information to all limited partners (although the General Partner will generally provide the same information upon request to other limited partners, except where the General Partner determines that disclosure of information to a limited partner who is subject to public information laws could adversely affect a Fund by putting confidential information at risk for public disclosure). As a result, certain limited partners may have more information about a Fund than other limited partners, the General Partner and Reverence will have no duty to ensure all limited partners seek, obtain or process the same information regarding a Fund and its investments. Furthermore, in response to questions and requests and in connection with due diligence meetings, side letter compliance and other communications, a Fund, the General Partner and Reverence may provide additional information to certain limited partners and prospective limited partners that is not distributed to other limited partners and prospective limited partners. Such information may affect a prospective limited partner’s decision to invest in a Fund or take actions or make decisions as a limited partner. Market Uncertainty; Public Health Emergencies. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations,
financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Funds. The extent of the impact on the Funds’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Funds intend to pursue, all of which could adversely affect the Funds’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Funds, their portfolio companies, the General Partners and the Firm may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. The Funds and their investments may be materially affected by other conditions in the financial markets and economic conditions both domestically and throughout the world, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), trade barriers, currency exchange rates and controls, national and international political circumstances (including wars, terrorist acts or security operations), natural disasters, pandemic and other public health crises and other events outside of the Firm’s control. Recently, markets have been affected by interest rates in the U.S., uncertainty about the consequences of the U.S. and other governments withdrawing monetary stimulus measures, imposition of trade barriers, ongoing trade negotiations with major U.S. trading partners and changes in the U.S. tax regulations. Volatility and disruption in the equity and credit markets could adversely affect the value of the Funds’ investments. For example, the lack of available credit and/or the increased cost of credit may materially adversely affect the performance of the Funds, which generally rely on leverage in connection with their investments. Disruptions in the debt and equity markets may make it more difficult for the Funds to exit and realize value from their investments because potential buyers of portfolio companies may not be able to finance acquisitions and the equity markets may become less favorable for initial public offerings. The volatility will also directly affect the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the valuation of the Funds’ investments. The profitability of the Funds’ portfolio companies may also be adversely affected by fixed costs and the possibility that they would be unable to scale back other costs within a time frame sufficient to match any further decreases in net income or increases in net losses relating to changes in market and economic conditions. Any or all of these factors may adversely affect investment returns for the Funds. Governmental authorities may undertake initiatives designed to strengthen
and stabilize the economy and the financial markets; however, there can be no assurance that these initiatives will be successful, and there is no way to predict the ultimate impact of the disruption or the effect that these initiatives will have on the performance of the Funds. A financial downturn could adversely affect the performance of the Funds’ portfolio companies in many ways, and ultimately materially and adversely affect the investment returns of the Funds. If the economy enters a recessionary or inflationary period, it may cause adverse conditions for the Funds’ portfolio companies (e.g., decreased revenues, liquidity pressures, limits on interest deductibility, increased difficulty obtaining access to financing and complying with the terms of existing financings as well as increased financing costs). During such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due. In addition, during periods of adverse economic conditions, the Funds and their portfolio companies may have difficulty accessing financial markets, which could make it more difficult or impossible to obtain funding for additional investments and harm the Funds investment returns. Furthermore, such conditions would also increase the risk of default with respect to debt investments made by the Funds. The Funds may be affected by reduced opportunities to exit and realize value from their investments, by lower than expected returns on investments made prior to the deterioration of the credit markets, and by the fact that Reverence may not be able to find suitable investments for the Funds to effectively deploy capital. To the extent the uncertainty in the market prompts sellers to readjust their valuations, attractive investment opportunities may present themselves. On the other hand, the reduction in the availability of debt financing and limits on interest deductibility could impact the Funds’ ability to consummate transactions, particularly larger transactions. If the Firm’s investment pace slows, it could have an adverse impact on the Funds’ ability to generate investment returns and fully invest their committed capital. Market uncertainty is expected to impact the General Partners, the Funds and the limited partners, which could introduce risks and potential conflicts of interest that were not known (or were discounted) at the time certain assumptions were made. For instance, price volatility or inability to secure financing could impact the ability of a Fund to consummate an investment or the ability of a co-investor to consummate an expected co-investment, either of which could be expected to cause a General Partner to need to structure or consummate an investment in a manner that was not contemplated at the time the investment was initially considered. Other factors, including those related to financial, legal, regulatory, tax, business or health considerations (and the necessity to quickly evaluate such considerations when their ultimate impact is uncertain), are expected to result in the General Partner making certain decisions on behalf of a Fund that appear in retrospect to be incorrect, overly risky or subject to potential conflicts of interest. Financial Institution Risk; Distress Events. An investment in a Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including, but not limited to, eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution
experiences a Distress Event, Reverence, the General Partners, the Funds or one or more of a Fund’s portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an extended, potentially indeterminate, period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by government-sponsored organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the stated amounts are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose comparable risk of loss. While in recent years governmental intervention has resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that such intervention will occur in connection with any future Distress Event or that any such intervention undertaken will be successful or avoid the risks of loss, delays or negative impacts on banking or brokerage conditions or markets. Any Distress Event could have a potentially adverse effect on the ability of the General Partners to manage the Funds and their investments, and on the ability of the General Partners, the Funds and any portfolio company to maintain operations, which, in each case, could result in significant losses and in unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Fund is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of a Fund to access capital contributions or otherwise); the inability of a Fund to acquire or dispose of investments, including at prices that a General Partner believes reflect the fair value of such investments; and the inability of Reverence or portfolio companies to make payroll, fulfill obligations or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that a Fund or a portfolio company will incur additional expenses or delays, or incur additional expenses, in putting in place alternative arrangements, or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, availability, access to capital or otherwise). To the extent a General Partner is able to exercise contractual remedies under agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to similar risks if a Financial Institution utilized by investors in a Fund or by Service Providers or other counterparties of a Fund or a portfolio company becomes subject to a Distress Event, which could have a material adverse effect on a Fund and/or one or more of its portfolio companies. Many Financial Institutions require, as a condition to using certain of their services (often including lending services), Reverence and/or the Funds maintain all or a set amount or percentage of their respective accounts or assets with that Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although Reverence seeks to do business with Financial Institutions that it believes are established, wellcapitalized and capable of fulfilling their respective obligations to the Funds, Reverence is under no obligation to use a minimum number of Financial Institutions with respect to any Fund or to maintain account balances at or below the relevant insured amounts. Under certain circumstances, such as receiving capital contributions pursuant to a capital call or proceeds from a disposition, the Funds will not be able to maintain account balances at or below any relevant insured amounts.
Inflation and Deflation. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Fund invests and may make defaults more likely, which may result in a decline in the value of the Fund’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Fund. International Conflicts and Geopolitical Events. Wars and other international conflicts, such as the Israeli- Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. ESG Matters. The Firm maintains an ESG policy (“ESG Policy”) and seeks to integrate certain material ESG factors into its investment process in accordance with its policy consistent
with and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. The process of electing and evaluating material ESG factors is subjective by nature, and the Firm expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by the Firm, or any judgment exercised by it, will reflect the views, internal or preferred practices of any particular investor or other asset manager or reflect market trends. The ESG Policy may cause the Funds not to make an investment that it would have made or to make a management decision with respect to an investment differently than it would have made in the absence of the ESG Policy. ESG goals are aspirational and not guarantees or promises that all such goals will be met. The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class, and investment strategy. ESG factors, issues, and considerations do not apply in every instance and will vary by Fund and investment. In addition, in evaluating an issuer or investment, the Firm frequently depends upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources, which could be incomplete or inaccurate and which could cause the Firm to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. The Firm does not independently verify all ESG information reported by investments or third parties. Although the Firm views the integration of ESG factors to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, the Firm cannot guarantee that its ESG program will positively impact the performance of any individual investment or Fund. Further, the Firm’s ESG policy, practices and procedures are expected to change over time. ESG integration and responsible investing practices as a whole are evolving rapidly and there are different frameworks, methodologies, and tracking tools being implemented by other asset managers. The Firm’s adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. Therefore, the Firm’s approach to ESG integration may not align with the approach used by other asset managers or preferred by prospective investors or with future market trends. The Firm does not intend to independently verify certain of the ESG information reported by the Issuers. Further, the Firm may determine in its discretion that it is not feasible or practical to implement or complete certain of its ESG initiatives based on cost, timing or other considerations. To the extent the Firm engages with Issuers on ESG-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the financial or ESG performance of the investment. Finally, there is also growing regulatory interest, particularly in the United States, UK and EEA (which may be looked to as models in growth markets), in improving transparency around how asset managers, amongst others, define, measure and disclose impact of ESG factors on the performance of the Fund. Regulators in various jurisdictions have shown interest in improving transparency regarding the role of ESG in asset managers’ investment process in order to allow investors to better understand, scrutinize and validate sustainability-related and other claims. Additionally, the Firm and its Funds and investments could become subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. At the same time, “anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies and Congress having proposed, enacted or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives
or issued related legal opinions, and pursued related investigations and/or litigation. This evolving landscape results in management burdens and costs and could subject the Firm to additional regulation, scrutiny, enforcement or other legal or reputational risks. The Firm cannot guarantee that its current approach to ESG including its ESG Policy will meet future regulatory or investor requirements or align with market trends. Deterioration of the Credit Market. In the event that the Funds are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, the Funds may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could lead to a decrease in the Funds’ investment returns. Any failure by lenders to provide previously committed financing can also expose the Funds to potential claims by sellers of businesses which the Funds may have contracted to purchase. The Funds’ portfolio companies regularly utilize the corporate debt, wholesale credit and securitization markets in order to obtain financing for their operations. To the extent that the current credit markets and/or regulatory changes have rendered financing difficult to obtain or more expensive, this may negatively impact the operating performance of such portfolio companies and Funds, and lead to lower-yielding investments with respect to such Funds and, therefore, the investment returns on the Funds. Conversely, certain of the strategies pursued by the Funds benefit from higher interest rates, and a sustained low interest rate environment may negatively impact expected returns for these investments. For example, certain of the Funds’ portfolio companies generate income from the investment of their cash balances, which income is largely dependent on prevailing interest rates. In addition, to the extent that the current markets make it difficult or impossible to refinance debt that is maturing in the near term, a relevant portfolio company may face substantial doubt as to its status as a going concern (which may result in an event of default under various agreements) or be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection. Reliance on the Principals, General Partners, Professionals and Personnel. Control over the operation of the Funds, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant General Partner, and limited partners generally have no right or power to take part in the management of the Funds. Consequently, limited partners will be relying on the ability of the relevant General Partner to locate and evaluate the investments to be made by the Fund. The successful investment of the Funds’ assets will depend upon, among other things, the skill and expertise of the partners and employees of the General Partners. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that such partners and employees will continue to be associated with, or remain in the same roles with respect to, the Funds throughout the life of the Funds, and a loss of the services of any such personnel for any reason and for any period of time could impair the Funds’ ability to implement its investment program or avoid losses. The unavailability of the partners and employees of the General Partners to manage the Funds for any reason and for any period of time could impair the Funds’ ability to implement their investment programs or avoid losses, or could otherwise have a material adverse effect on the Funds. Limited partners will have no right or power to participate in the management, disposition or other realization of any investment, the day-to-day operations of the Funds or any other decisions regarding the Funds’ business and affairs. Limited partners should expect to rely solely on the ability of the General Partners with respect to the Funds’ operations.
Sector Concentration Risks. The RCP Equity Funds are expected to invest primarily in illiquid equity or equity- related securities, publicly traded equity and equity-related securities, as well as publicly traded or private debt securities and other assets and instruments of financial services and financial services-related companies. This exclusive focus on financial services may constrain the liquidity and the number of investment opportunities available for investment by such Funds. In addition, such Funds’ investments will be disproportionately exposed to risks associated with the financial services sector, such as changes in (i) the fiscal policy of U.S. states, the U.S. federal government or non-U.S. governments, including in relation to interest rates, (ii) the regulatory environment, including changes in the policies or personnel of the U.S. Federal Trade Commission, the Department of Justice and/or any other applicable regulatory body, (iii) the political climate, (iv) trading prices and volatility in the stock markets and (v) GAAP accounting policies. Competitive Conditions in the Financial Services Sector. The financial services sector is extremely competitive, and it is expected that competitive conditions in the industry will continue to intensify. Merger activity in the financial services sector has resulted in larger institutions with greater financial and other resources that are capable of offering a wider array of financial products and services. The financial services sector has become considerably more concentrated as numerous financial institutions have been acquired by or merged into other institutions. In addition, technological advances and the growth of e-commerce have made it possible for non-financial institutions to offer competing products and services that have been traditionally offered by financial services institutions. It is expected that cross-industry competition will continue to grow. As a result, the competitive position of the financial entities in which a Fund is invested could be weakened, which could adversely affect such Fund. Use and Availability of Leverage. The Funds are permitted to and expect to make use of leverage by incurring debt to finance all or a portion of certain investments at the Fund or investment level (directly or indirectly through holding vehicles), whether on a temporary or long-term basis. Leverage generally magnifies both such Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. This leverage will increase the exposure of such investments to adverse economic factors, and these risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Furthermore, the companies in which a Fund invests generally will not be rated by a credit rating agency. Except where otherwise required by the relevant Governing Fund Documents, a Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. The percentage of leverage will vary depending on the Funds’ ability to obtain credit facilities and the lenders’ and rating agencies’ estimate of the stability of the particular portfolio company’s cash flow. The Funds or a portfolio investment may be required to maintain minimum average cash balances in connection with borrowings under a credit facility. In the
event a portfolio investment is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of the investment could be reduced significantly or even eliminated. The return on investments may be reduced to the extent that changes in market conditions increase the cost of financing relative to the income that can be derived from the assets acquired. Borrowings under a proposed credit facility may be secured by, among other things, the interests in the Funds and obligations to make capital contributions. Any inability of the Funds to repay such borrowings could enable a lender to take action against any limited partner or its interest in the relevant Fund. Utilization of such leverage (including through credit facilities (including subscription line facilities), guarantees, letters of credit, equity commitment letters or similar credit support (including on a joint and several or cross collateralized basis or other forms of indebtedness or credit support)) will result in fees, interest expenses and other costs borne by the Funds that may not be covered by distributions made to such Funds or appreciation of their investments. Although the use of leverage could enhance returns and increase the number of investments that can be made by the Funds, it may also substantially increase the risk of loss. Furthermore, while Fund-level borrowings generally will be subject to limitations set forth in the Governing Fund Documents and interim in nature, asset- or intermediate entity-level generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. Although the Funds will seek to use leverage in a manner they believe to be appropriate under the circumstances, the leveraged capital structure of any such Issuer directly or indirectly will increase the exposure of such Issuer to competitive pressures and adverse economic factors (such as rising interest rates, changes in commodity prices, downturns in the economy or a deterioration in the condition of the Issuer or its industry), each of which potentially will constrain such Issuer’s ability to operate its business as desired and/or finance future operations and capital needs. If any such factors cause or contribute to such Issuer’s inability to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness or similar payments or obligations, such Issuer’s flexibility to respond to changing business and economic conditions may be constrained materially and the value of the Funds’ investments could be significantly reduced or even eliminated. Similarly, with respect to leverage at the Fund level, if the assets of a Fund are not sufficient to pay the principal of, and interest on, the debt when due, such Fund could sustain a total loss of its investments. The ability of Issuers to refinance debt securities may depend on their ability to sell new securities in the public highyield debt market or otherwise, or to raise capital in the leveraged finance debt markets, which historically have been cyclical with regard to the availability of financing. Tax-exempt prospective investors in a Fund should note that the use of leverage by a Fund may create “unrelated business taxable income”. A Fund generally is permitted to incur leverage on a joint, several, joint and several or cross-collateralized basis with one or more other Funds and entities managed by the Firm or any of its affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Certain co-investors (potentially including Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) are not expected to share in incurring such leverage, any related guarantees or the related costs and as a result the Fund will disproportionately bear the obligation, risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by 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. In addition, the General Partners are generally authorized to cause the Funds or one or more special purpose vehicles formed to hold investments to borrow money (including in the form of a margin loan) or otherwise provide credit support for the purposes of causing the Funds or any such investment to realize proceeds other than in connection with a disposition of a Fund’s interest in any such investment to a third party. The General Partners are incentivized to provide liquidity to the Funds and their partners for purposes of improving the IRR of such Funds and accelerating the return of distributions to the partners, even if the Funds have not actually disposed of or otherwise realized their interest in such investment. If any such form of financing is entered into by a Fund or any such investment, there will be associated, contingent liabilities that could cause such Fund or the investment to suffer losses and require the partners to make capital contributions throughout the Fund’s life for purposes of satisfying, for example, margin calls or other obligations. Furthermore, if all or a portion of the acquisition cost of an investment has been funded with the proceeds of borrowing under a credit facility and no capital contributions (or capital contributions for less than the full acquisition cost, as applicable) have been made by management fee-bearing limited partners for purposes of such investment, the management fee base will nevertheless include such borrowings notwithstanding that it was acquired using such credit facility rather than through capital contributions. The General Partners will, in their sole discretion, select and apply the calculation methodology for determining the cost basis of the Funds’ investments for purposes of calculating the management fee, including in connection with determining the types and amounts of expenses associated with an investment that will be included in the calculation of net asset value (which will include expenses capitalized into the acquisition cost of an investment and certain ongoing expenses associated with such investment) and whether and to what extent a disposition has occurred with respect to an investment, including for purposes of determining whether net asset value should be reduced or distributions should be made. The General Partners will be subject to conflicts of interest in making that determination given the associated economic consequences. To the extent that a Fund is unable to obtain a credit facility, access to such facility becomes unavailable or the General Partner otherwise determines not to use such facility, the General Partner may draw down commitments in advance and hold them in reserve to make investments, satisfy fees and expenses and other capital needs as such needs arise in the future. The extent to which a Fund uses leverage may have important consequences to the limited partners, including, but not limited to, the following: (i) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions or other purposes; (ii) increased interest expense if interest rate levels were to increase significantly; (iii) in certain circumstances, prematurely harvesting investments to service the Fund’s debt obligations; and (iv) limitation on the flexibility of the Fund to make distributions to its Partners or sell assets that are pledged to secure the indebtedness. Long‐Term Investments. A significant portion of the Funds’ portfolios will typically consist of investments that will not be liquidated for a number of years after the initial investment. While the general partners may intend to achieve each Fund’s target returns within a specified time horizon, other factors such as overall economic conditions, the competitive environment, the availability of potential acquirers and availability of credit may shorten or
lengthen a Fund’s holding period. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of a Fund investment. Therefore, it is unlikely that any Fund will realize substantial capital gains during its early years. Limited Number of Investments. The Funds may make only a limited number of investments. In addition, a limited partner’s participation in the Funds’ investments may also be limited by virtue of the General Partner’s right to exclude a limited partner from participating in any of the Funds’ investments if the General Partner determines in its discretion that such participation might have certain materially adverse effects on a portfolio company, the Funds or the General Partner, including if such participation would be likely to result in violations of law or the imposition of materially burdensome regulatory or other legal requirements, or as a result of certain circumstances relating to the limited partner. As a consequence, the aggregate returns realized by the limited partners could be materially adversely affected by the unfavorable performance of even one investment by the Funds. Each Co-Invest Fund intends to make only one investment and its performance will therefore be entirely dependent on the performance of that one investment. Need for Follow-On Investments. Following its initial investment in a given portfolio company, Reverence is permitted to provide additional funds to such portfolio company or consider the opportunity to increase its investment in a portfolio company, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons. There can be no assurance that any Fund will make add-on investments or that any Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make add-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made), result in a lost opportunity for such Fund to increase its participation in a successful operation or the dilution of the relevant Fund’s ownership in a portfolio company if a third party or co-investor is permitted to invest Future Legal, Tax and Regulatory Risks for Private Equity Funds. Future legal, tax and regulatory changes could occur that may adversely affect the Funds. The regulatory environment for private equity funds is evolving, and changes in regulations that impact private equity funds may adversely affect the value of investments held by the Funds and the ability of the Funds to pursue their investment strategies. The Funds may also be adversely affected by changes in the enforcement or interpretation of existing laws, rules and regulations, including tax laws, by federal, state and non-U.S. agencies, courts, authorities or regulators. The effect of any future regulatory changes on the Funds or the Firm could be substantial and potentially adverse. Investment in Reorganizations and Restructurings. The Funds may make investments in restructurings that involve portfolio companies or issuers that are experiencing or are expected to experience severe financial difficulties. These severe financial difficulties may never be overcome and may cause such portfolio companies or issuers to become subject to bankruptcy proceedings. In such situations, the Fund’s investment is subject to the risk that a bankruptcy filing may adversely and permanently impact the value of a portfolio company or issuer and that high administrative costs may impair the value of the portfolio company or issuer. In addition, such investments could subject a Fund to certain additional potential liabilities that may exceed the value of such Fund’s original investment therein. For instance, under certain circumstances, payments to a Fund and distributions by such Fund to the limited partners may be reclaimed if
any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in distressed issuers and restructurings may be adversely affected by statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the court’s discretionary power to disallow, subordinate or disenfranchise particular claims. Some of the investments the Funds will make may require active monitoring and representation on official and unofficial creditors committees for a portfolio company or issuer involved in a reorganization proceeding or restructuring. Accordingly, a Fund expects to seek representation on such committees if the General Partner, in its sole discretion, determines that such representation is necessary or advisable to protect or further the Fund’s interests. Serving on an official or unofficial committee increases the possibility that a Fund will be deemed an “insider” or a “fiduciary” of the portfolio company or issuer it has so assisted and may restrict such Fund’s trading of its investments in such portfolio company or issuer. Should such assistance be provided before a portfolio company or issuer enters bankruptcy proceedings, the bankruptcy court, under certain conditions such as a finding of fraud or inequitable conduct, may invoke the doctrine of “equitable subordination” with respect to any claim or equity interest held by the Fund in such portfolio company or issuer and subordinate any such claim or equity interest in whole or in part to other claims or equity interests in such portfolio company or issuer. Control Person Liability. The Funds may have controlling interests in some of its portfolio companies. The exercise of control over a company may impose additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations (including securities laws, anti‐corruption laws and sanctions regulations) or other types of liability in which the limited liability generally characteristic of business ownership may be ignored. If these liabilities were to arise, the Funds might suffer a significant loss. Risk of Non‐U.S. Investments. The Funds are expected to make investments in a number of different countries, some of which may prove unstable. The Funds may invest in securities, loans and other instruments of issuers that are organized, headquartered and/or have substantial sales or operations outside of the United States, its territories and possessions, the assets securing such investments may be located outside the United States, its territories and possessions, or such investments may not be governed by the laws of United States, its territories and possessions. Depending on the country in which an investment is located, such investments may involve a number of risks, including, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of the Funds), the application of complex U.S. and non-U.S. tax rules to cross-border investments, possible imposition of non-U.S. taxes on the Funds and/or the partners with respect to the Funds’ income, possible non-U.S. tax return filing requirements for the Funds and/or the partners, the risk of adverse political developments such as nationalization, confiscation without fair compensation or war, and the risk of regulations which might prevent the implementation of cost cutting or other operational improvements. Additional risks of non-U.S. investments include: (a) economic dislocations in the host country; (b) less publicly available information; (c) less well-developed and/or more restrictive laws, regulations, regulatory institutions and judicial systems; (d) greater difficulty of enforcing
legal rights in a non-U.S. jurisdiction; (e) civil disturbances; (f) government instability; and (g) nationalization and expropriation of private assets. Because the Funds are expected to make investments in a number of different countries, any fluctuation in exchange rates will affect the value of investments and the calculation of the General Partner’s carried interest. The Funds may employ hedging techniques designed to reduce the risk of adverse movements in currency exchange rates. Investments in non-U.S. corporations or assets may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws. Such investments may also give rise to taxes in local jurisdictions, which may not give rise to any corresponding credit or tax benefit to a limited partner. In addition, some governments could impose restrictions intended to prevent capital flight, which may, for example, involve punitive taxation (including high withholding taxes) on certain securities or asset transfers or the imposition of exchange controls, making it difficult or impossible to exchange or repatriate the local currency. Finally, the laws of various countries governing business organizations, bankruptcy and insolvency may make legal action difficult and provide little, if any, legal protection for investors. The availability of information within emerging market jurisdictions, including information concerning their economies and the securities of companies in such countries, and the amount of government supervision and regulation of private companies in developing countries, generally is more limited than in more developed countries. The accounting, auditing and financial reporting standards and practices of certain countries may not be equivalent to those employed in more developed countries and may differ in fundamental respects. As such, non-U.S. issuers and companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those that apply to U.S. issuers and companies. Accordingly, the Funds’ ability to conduct due diligence in connection with its investment and to monitor the investment may be adversely affected by these factors. The Funds may not be in a position to take legal or management control of its investments in certain countries. The Funds may have limited legal recourse in the event of a dispute, and remedies might have to be pursued in the courts of the country in question where it may be difficult to obtain and enforce a judgment. Additionally, acquiring businesses with operations outside the United States may also expose those businesses and the Funds to increased compliance risks, as well as higher compliance costs to comply with U.S. and non-U.S. anti-corruption, anti-money laundering and sanctions laws and regulations. These factors are outside the Firm’s control and may affect the level and volatility of securities prices and the liquidity and the value of investments, and the Firm may not be able to or may choose not to manage our exposure to these conditions. Restrictions on Transfer or Withdrawal. The Funds’ interests represent highly illiquid investments and should only be acquired by investors able to commit their funds for an indefinite period of time. Limited partners will not be permitted to transfer their interests without the consent of the General Partner. Furthermore, the transferability of the interests will be subject to certain restrictions contained in the Governing Fund Documents and may be affected by restrictions on resales imposed under federal and state securities laws. A public market does not currently exist for the Interests and one is not expected to develop. Limited partners may not withdraw capital from the Funds. Consequently, a limited partner may not be able to liquidate its
investment prior to the completion of the winding up of the Funds. Litigation Risks. Reverence and the General Partner are subject to substantial litigation risks and may face significant liabilities and damage to their professional reputation as a result of litigation allegations and negative publicity. Such risks include potential regulatory and enforcement actions, litigation against the members of the board of directors of a portfolio company (which may include employees or agents of Reverence or the General Partner), litigation by shareholders or debt holders of portfolio companies and litigation with counterparties to transactions entered into by portfolio companies, the Funds, the General Partners or Reverence. While Reverence and the General Partner, including their partners, members, officers, employees and affiliates, are generally indemnified to the fullest extent permitted by law with respect to their conduct in connection with the management of the business and affairs of the Fund, such indemnity generally does not extend to claims resulting from (i) actual fraud, gross negligence, willful misconduct or violation of any securities laws or (ii) any material breach of the relevant Governing Fund Documents which has a material adverse effect on the Fund. See “Indemnification” below. If any lawsuit resulted in a finding of substantial legal liability, the lawsuit could materially adversely affect the business, financial condition or results of operations of the General Partner, Reverence and the Funds or cause significant reputational harm, which could seriously impact their business. Risks in Effecting Operating Improvements. The success of the Funds’ investment strategies may depend, in part, on the ability of the Firm to transform the operations of a portfolio company. The activity of identifying and implementing operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that the Funds will be able to successfully identify and implement such improvements. Indemnification. The Funds will be required to indemnify the General Partners and the Firm, any affiliate of the General Partners or the Firm, or any director, officer, stockholder, partner, employee, agent, member, advisor (including any Special Advisor) or representative of the General Partners, the Firm or, in the case of the Funds, any member of the limited partner Advisory Committee for liabilities incurred in connection with the affairs of the Funds. Such liabilities may be material and have an adverse effect on the returns to the limited partners. For example, in their capacity as directors of portfolio companies, the members, managers or affiliates of the General Partners may be subject to derivative or other similar claims brought by shareholders of such companies. The indemnification obligation of the Funds would be payable from the assets of the Funds, including the unpaid capital commitments of the limited partners. If the assets of the Funds are insufficient, the General Partners may recall certain distributions previously made to the limited partners. Although the Governing Fund Documents generally contain broad exculpation and indemnification provisions, Reverence will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. Cybersecurity Risks. The Funds, the General Partners and Reverence must rely in part on digital and network technologies, including electronic mail (collectively, “Cyber Networks”), to maintain substantial computerized data and other information about the Funds, including personal identifying data and information relating to investors as well as sensitive, confidential and/or proprietary data and information relating to prospective and existing investments (collectively, “Sensitive Information”). Such Cyber Networks, along with the Cyber Networks
of Issuers or those of the Firm’s third-party service providers, might, in some circumstance, be subject to a variety of possible cybersecurity incidents or similar events that could potentially result in the inadvertent disclosure of Sensitive Information to unintended parties, or the international misappropriation or destruction of Sensitive Information by malicious hackers seeking to compromise Sensitive Information, corrupt data, or cause operational disruption. Cyber-attacks might potentially be carried out by persons using techniques that could range from efforts to circumvent network security electronically or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. The Funds’ and its Issuers’ Cyber Networks also may be vulnerable to damage or interruption from computer viruses, network, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, earthquakes and other catastrophic events. Cyber-attacks may also take the form of socially-engineered frauds, such as “phishing.” There have been reports of alleged Chinese and Russian hacking attempts on American corporate intellectual property and the Firm’s and its Issuers may be at risk of cyber-attacks. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt to fraudulently induce employees, customers, third-party service provides or other users of the Firm’s systems to disclose sensitive information (including passwords) in order to gain access to the Firm’s data or that of the Funds’ investors or any Issuer. Companies and service providers have also been subject to “ransomware” attacks. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. The occurrence of an extreme event may result in (and, in the case of COVID-19, has already resulted in) the closure of offices, the implementation of global or regional work-fromhome policies, and/or travel disruptions or restrictions. Any such actions may increase the Fund’s and its Issuers’, the General Partners’, Reverence’s, their respective affiliates’ and service providers’, and the limited partners’ dependency on technology systems, result in the rapid deployment of new and potentially less familiar technology or operations systems or lead to the utilization of existing systems in a significantly increased scope or unanticipated manner. If a significant number of personnel of the Funds, its Issuers, the General Partners, Reverence, their respective affiliates and service providers, and/or the limited partners were to be unavailable in the event of a disaster or other event, the General Partner’s ability to effectively conduct the Funds’ business could be severely compromised. All of the above could also increase the risk of cybersecurity or business continuity related losses, all of which could have a material adverse effect on the Funds. To the extent that the General Partners, Reverence, the Funds or an Issuer is subject to cyber-attack or other unauthorized access is gained to such entity’s information technology system, the General Partners, Reverence, the Funds and/or such Issuers may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or Issuer financial information; (iii) Issuer software, contact lists or other databases; (iv) Issuer proprietary information or trade secrets; (v) cash; or (vi) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, Reverence, the General Partners, the Funds and/or Issuers may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. In certain events, Reverence’s, the Funds’ and/or its Issuers’ failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Such cybersecurity and disaster recovery incidents could also result in reputational
harm to the General Partners, Reverence, the Funds and/or any affected Issuer. Any of such circumstances could subject the General Partners, Reverence, the Funds or an Issuer to substantial losses. Privacy and Data Protection Law Compliance Risk. 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 Reverence, 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 or litigation, 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 Reverence, 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. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include Reverence, the General Partners, the Funds and/or their portfolio companies. Social Media and Publicity Risk. The use of social networks, message boards, internet channels and other platforms has become widespread within the U.S. and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding Reverence, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. Artificial Intelligence and Machine Learning. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to Reverence, the Funds and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Funds invest, and any such changes could render Reverence’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of Reverence, the Funds and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect Reverence, the Funds, the portfolio companies and their operations. Additionally, Reverence, the Funds and the portfolio companies could be further exposed to the risks of AI Technologies if Service Providers or any counterparties, whether or not known to Reverence, use AI Technologies in their business activities. Reverence will not be able to control the use of AI Technologies in third-party products or services, including those provided by Reverence’s and its affiliates’ Service Providers. Additionally, Reverence and its personnel reserve the right to use AI Technologies in
connection with Reverence’s business activities, including to support Reverence’s due diligence and investment activities. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies use to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of Reverence, the Funds and/or the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. Reverence personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on Reverence, the Funds and/or the portfolio companies.AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on Reverence, the Funds and the portfolio companies. Factors Affecting Financial Entities. Financial entities generally have asset and liability structures that are essentially monetary in nature and are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, interest rates, inflation, currency values, market conditions and the level and volatility of trading markets. Such factors could have a material adverse effect on the Funds’ operating results and financial conditions. Banking is a Highly Leveraged Business. While banking entities are subject to minimum capital standards, nonetheless banking remains a highly leveraged business. The liabilities of banks (consisting primarily of deposit liabilities) are typically many multiples of the shareholders’ equity. Declines in asset values, increases in the cost of liabilities or a multitude of other factors could adversely affect the Funds. Risks Associated with Bankruptcy or Receivership of Banking Portfolio Companies. Bank holding companies and insured depository institutions are subject to extensive regulation and must, among other requirements, meet minimum capitalization requirements. Failure to meet such capitalization requirements or other applicable regulatory requirements may result in
supervisory actions against Banking Portfolio Companies in which the Funds invest or in supervisory actions against the insured depository institutions owned by such Banking Portfolio Companies. Failure to comply with the terms of any supervisory action may result in further regulatory actions by federal and state bank regulatory authorities.
In the event of the bankruptcy or liquidation of a Banking Portfolio Company in which the Funds invest or FDIC receivership of an insured depository institution owned by such a Banking Portfolio Company, the Funds would not be entitled to receive any cash or other property or assets from such insured depository institution until the institution paid in full its
creditors and holders of debt securities. As a result, the bankruptcy of such an entity would likely have material adverse effects on the Funds. Concentration of Investments. Each Fund will participate in a limited number of investments (and may seek to make several investments in one industry or one industry segment and/or within a short period of time) and, as a consequence, the aggregate return of a Fund may be materially affected by the performance of a single investment or a single industry segment. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund's organizational expenses could be higher if its fundraising period continues for an extended period. Risks Related to Investments in Real Estate Real Estate-Related Investments. The Funds may acquire, directly or indirectly, interests in real estate or real estate-related assets. The real estate investments of the Funds will be subject to the risks generally incident to the ownership of real property, including uncertainty of cash flow to meet fixed and other obligations and changes in operating costs and expenses; environmental liabilities, contingent liabilities, successor liability for investments in existing entities (e.g., buying out a distressed partner or acquiring an interest in an entity that owns a real property); adverse changes in market conditions, population trends, neighborhood values (and the relative popularity of property types and locations), the financial condition of tenants, buyers and sellers of properties, community conditions, general economic conditions, local, national or international conditions (such as an oversupply of space or a reduction in demand for space), local employment conditions, interest rates, the availability of financing, and real estate tax rates; changes in fiscal policies; changes in the quality and philosophy of management; competition from other properties, which may be based on rental rates, attractiveness and location of the properties; uninsured losses or delays from casualties or condemnation; changes in applicable laws, government regulations (including those governing usage, improvement and zoning); work stoppages, shortages of labor, strikes, union relations and contracts, fluctuating prices and supply of labor and/or other labor-related factors; and other risks and factors that are beyond the control of the Firm, the General Partner, the Funds and their respective affiliates, such as the threat of terrorism, and their consequences. The ultimate performance and value of a Fund’s real estate investments depend upon, in large part, each property’s ability to provide sufficient cash flows necessary to pay interest and principal due to a Fund as a lender. There can be no assurance of profitable operations because the cost of owning a Fund’s investments may exceed the income produced, particularly since certain expenses related to real estate and its development and ownership, such as property taxes, utility costs, maintenance costs and insurance, tend to increase over time and are largely beyond the control of the owner. In addition, liabilities related to environmental hazards, mold, air quality, casualty and condemnation could substantially impair the ability of a borrower to pay and reduce the value of real estate assets in which a Fund has an interest. Changes in the real estate market may adversely affect the value of the collateral and thereby lower the value to be derived from a liquidation. In addition, adverse changes in the real estate market increase the probability of default, as the incentive of the borrower to retain equity
in the property declines. Furthermore, the properties which will secure loans purchased by a Fund or its affiliates may be suffering varying degrees of financial distress or may be located in economically distressed areas. Investment in Junior Securities. The securities in which the Funds will invest may be among the most junior in a capital structure and, thus, subject to the greatest risk of loss. Industry and Geographic Concentration. The RCP Real Estate Fund’s real estate investments will be concentrated almost entirely, if not exclusively, in investments located in North America and the Caribbean. The demand for and value of real estate in these markets may decline. The value of such Fund’s investments may be susceptible to greater risk and market fluctuation than an investment in a vehicle that invests in a broader range of portfolio investments not concentrated in any particular sector or geographic region. Concentration of Real Estate Investments. The RCP Real Estate Fund, as further discussed above with respect to “Concentration of Investments” for the Funds generally, may invest a significant portion of its aggregate capital commitments in any single investment (including its direct or indirect subsidiaries), and will likely participate in a limited number of overall investments, which may be within very few metropolitan statistical areas (“MSA") or may also be within a short period of time. To the extent that the capital raised is less than the targeted amount, the RCP Real Estate Funds may invest in fewer investments and thus be less diversified. If a Fund co-invests with another investment fund (including any other Fund), a limited partner invested in such other investment fund may have exposure to a single investment through more than one fund, potentially multiplying such limited partner’s losses. In addition, during the early stages of a Fund’s term, such Fund may hold more concentrated positions than it otherwise would. The RCP Real Estate Funds may seek to make investments in a single MSA, in a single asset type and/or within a short period of time, which would be expected to create the conditions for a portfolio of investments that exhibit, amongst themselves, a very high degree of correlated returns. As a result of the foregoing, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or in a particular MSA, or the timing of a Fund’s investments, may substantially affect a Fund’s aggregate return. In addition to the foregoing, because a Fund may only make a limited number of investments and such investments generally will involve a high degree of risk, poor performance by even a single investment could severely affect total returns. If certain investments perform unfavorably, then in order for a Fund to achieve attractive returns, one or more of its other investments must perform very well, and there can be no assurance that this will occur. Residential Real Estate Investment. A Fund may invest in residential development projects and financing opportunities relating to certain residential real estate assets or portfolios thereof. In such circumstances, the performance of such investments may become increasingly susceptible to adverse changes in prevailing economic and employment conditions as well as potential regulatory risk in the jurisdictions where such properties are located. A Fund’s ability to invest in residential real estate-related opportunities (including providing financing for potential owners and operators of residential real estate assets or portfolios thereof) may depend upon its ability to strategically partner with established and sophisticated operating partners and third parties. Any downturn in the local or global economies may adversely affect the financial condition of residential owners and tenants, making it more difficult for them to meet their
periodic repayment obligations relating to certain residential real estate properties, which could adversely impact a Fund’s investment performance. In addition, there can be no assurance that a Fund will be able to effectively partner with suitable operating partners and third parties in connection with its residential real estate-related investment activities, which may impact such Fund’s ability to effectively identify and consummate such investments. Deterioration in the Mortgage, Real Estate or Financial Markets or the Economy in General. There can be no assurance as to real estate market conditions during the term of a Fund. A Fund’s investments will be materially affected by conditions in the mortgage market, the residential real estate markets and the financial markets and the economy generally. Delinquencies and losses with respect to residential real estate loans may increase in the coming years. Although the investments may be acquired at favorable prices that already reflect adverse circumstances, a deterioration of the mortgage or real estate markets or the financial markets or the economy generally may cause a Fund to experience losses with respect to its investments. Additionally, decreases in the value of residential and commercial properties and the tightening by residential real estate lenders of underwriting standards may prevent many residential and commercial mortgage borrowers from refinancing their mortgages. If a substantial amount of mortgage loans with balloon payment obligations in excess of their respective current property values mature over the next several years, delinquency and default rates of residential and commercial mortgage loans and other loans may increase, which may lead to widespread residential and commercial mortgage defaults, which may put further downward pressure on the market. In addition, declines in residential real estate values would likely result in reduced borrower equity, hindering borrowers’ ability to refinance in an environment of increasingly restrictive lending standards and resulting in less incentive to cure delinquencies and avoid foreclosure. Higher loan-to-value ratios are likely to result in lower recoveries from foreclosure and other dispositions, and an increase in loss severities above those that would have been realized had property values remained the same or continued to increase. Defaults, delinquencies and losses would likely further decrease property values, thereby resulting in additional defaults by mortgage borrowers, further credit constraints and further declines in property values and further adverse effects on the perception of the value of mortgage backed securities. Historic events in the sub-prime mortgage market and other areas of the fixed income markets caused significant dislocations, illiquidity and volatility in the structured credit, leveraged loan and high-yield bond markets, as well as in the wider global financial markets. These forces resulted in the bankruptcy or acquisition of, or government-sponsored assistance to, several major domestic and international financial institutions and sovereign governments. These factors, combined with volatile commodity prices and foreign exchange rates, contributed to recessionary economic conditions globally and a resultant loss of investor confidence in the financial system, which resulted in a historically unprecedented lack of liquidity and decline in asset values. The deterioration of the global credit markets made it more difficult for sponsors to obtain favorable financing for their investments. Should some or all of the events or conditions recur, a Fund’s ability to generate investment returns may be adversely affected to the extent such Fund is unable to obtain favorable financing terms for its investments. A recession could adversely affect the financial resources of a Fund, its investments and its ability to make principal and interest payments on, or refinance, outstanding debt when due. Similarly, a recession could also adversely affect the financial resources and ability of both obligors with respect to mortgage loans and, when applicable, tenants of the real properties underlying the
investments, to make payments when due. In the event of such circumstances, a Fund could lose both invested capital in and anticipated income and profits from the affected investments. Special Risks Related to Multifamily Properties. The multifamily market is, in general, characterized by low barriers to entry. Thus, a particular apartment or condominium/townhome market with historically low vacancies could experience substantial new construction and a resultant oversupply of units in a relatively short period of time. Since multifamily units are typically leased on a short-term basis, tenants can easily move to properties with more desirable amenities or locations. A large number of factors may adversely affect the value and successful operation of a multifamily property, including: (i) the physical attributes of the building; (ii) the location of the property (for example, a change in the neighborhood over time); (iii) the provision of adequate maintenance and insurance; (iv) the types of services and amenities the property provides; (v) the property’s reputation; (vi) mortgage interest rates (which, if relatively low, may encourage tenants to purchase rather than lease); (vii) the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business; (viii) the generally short terms of residential leases and the need for continued re-letting; (ix) rent concessions and month-to-month leases, which may impact cash flow at the property; and (x) restrictions on the age or creditworthiness of tenants who may reside at the property, thereby limiting the pool of potential tenants; (xi) dependence on governmental programs that provide rent subsidies or tax credits to developers to provide certain types of development; (xii) the existence of competing properties; (xiii) state and local regulations; and (xiv) local or national economic conditions. In addition, multifamily properties may be subject to various tax credit, city, state and federal housing subsidies, rent stabilization, use restrictions or similar programs. The limitations and restrictions imposed by these programs could result in losses on commercial mortgage loans. In the event the program is cancelled, it could result in less income for the multifamily property. These programs may include rent limitations (e.g., rent control or rent stabilization) that could adversely affect the ability of borrowers to increase rents and tenant income restrictions that may reduce the number of eligible tenants (with a resultant reduction in occupancy rates). Entitlement Process. The RCP Real Estate Funds may make investments in predevelopment projects with expectations of gaining entitlements and approvals for such projects. The nature of obtaining entitlements and approvals is unpredictable and the General Partner cannot assure investors that such entitlements and approvals will be obtained. Obtaining such approvals generally involves interfacing with and satisfying the concerns of government staff members as well as obtaining approvals from various commissions such as planning commissions. In order to obtain the requisite approvals, issues such as the availability of public infrastructures such as water, sewer, roads and utilities will need to be addressed. The predevelopment approval process can take substantial time and there can be no assurances that the project, as envisioned by the General Partner, will be approved or that any project will be approved. Failure to obtain entitlements and approvals may result in lower appreciation or even a substantial loss to investments and a decrease in a Fund’s return to investors. Real Estate-Insurance. The RCP Real Estate Funds or their subsidiaries will attempt to maintain adequate and prudent insurance coverage on their investments to the extent such coverage is available in the market and at commercially reasonable rates, as determined by RCP or Reverence RE. The Funds will attempt to maintain insurance coverage against liability to third parties for injury and property damage in amounts determined by RCP or Reverence RE. However, the insurance market varies from year to year and, as a result, the actual premiums
payable by the Funds and the deductibles to which a Fund is subject may be substantially different than those available in the current environment or that were underwritten at the time a project is acquired. Over the past several years, insurance costs have increased at rates significantly in excess of inflation. Further, insurance against certain risks such as earthquakes, floods, windstorms, biological agents (e.g., mold) or damage by terrorism, may be commercially unavailable or economically unaffordable, available in amounts that are less than the full market value or replacement cost of the investments, or subject to large deductibles. Additionally, there can be no assurance that the particular risks that are currently insurable will continue to be insurable or insurable on a reasonable economic basis. There is no guarantee that any insurer will pay the full amount of any claim, that the insurer will not dispute or refuse to pay on any claim of loss or that the insurer will be solvent or financially able to pay any claim, especially in the case of a catastrophic loss in one geographical area. Additionally, all of the properties held by a Fund may be at risk in the event of an uninsured loss or uninsured liability to third parties. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from the General Partner’s purchase of insurance, they typically will bear their proportionate cost of such insurance to the extent it is purchased by the relevant Fund. Investments in Land/New Development; Risk of Fraud. A Fund may acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be nonincome producing. To the extent that a Fund invests in such assets, it will be subject to the risks normally associated with such assets and development activities. Such risks include, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of such Fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on such Fund and on the amount of funds available for distribution to the partners. Properties under development or properties acquired for development may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that make such development less attractive than at the time it was commenced. In addition, investments in new development activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which a Fund invests, such Fund may suffer a partial or total loss of capital invested in that company. There can be no assurance that any such losses will be offset by gains (if any) realized on a Fund’s other investments. Creditworthiness of Tenants. Properties held by the RCP Real Estate Funds may be leased to tenants and the property manager will receive rents from tenants during the contracted term of their leases. If a tenant’s credit deteriorates, the tenant may default on its obligations under its lease and may also become bankrupt or otherwise insolvent. The bankruptcy or insolvency of tenants or other failure to pay is likely to adversely affect the income produced by the related investments. If a tenant defaults, there may be delays and substantial costs in enforcing any rights. For example, certain jurisdictions in which such Fund may hold a real property interest may have regulations in place that would restrict or otherwise limit such Fund’s ability to exercise remedies such as eviction in order to get access to the underlying property, or
may make the process of imposing any remedies more costly and/or time-consuming than they otherwise would have been in the absence of such regulations. If a tenant files for bankruptcy, it may not be possible to evict the tenant solely because of such bankruptcy or failure to pay. A court, however, may authorize a tenant to reject and terminate its lease. In such a case, any claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In addition, certain amounts paid within 90 days prior to the tenant’s bankruptcy filing could be required to be returned to the tenant’s bankruptcy estate. In any event, it is highly unlikely that a bankrupt or insolvent tenant would pay in full amounts it owes under a lease that it intends to reject. In other circumstances, where a tenant’s financial condition has become impaired, the lease may be partially or wholly terminated in advance of the termination date in consideration for a lease termination fee that is likely less than the total contractual rental amount. Such termination will likely result in additional costs in the form of tenant improvements and leasing commissions related to efforts to lease the space to a new tenant. Risks of Acquiring Real Estate Property. A Fund’s investments in real estate will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income and expenses or which may render the sale or financing of its properties difficult or unattractive. For example, following the termination or expiration of a tenant’s lease there may be a period of time before a Fund will begin receiving rental payments under a replacement lease. During that period, such Fund will continue to bear fixed expenses such as interest, real estate taxes, maintenance and other operating expenses. In addition, declining economic conditions may impair such Fund’s ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants may require a Fund to make capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that a Fund undertakes may divert cash that would otherwise be available for distribution to limited partners of such Fund. Ultimately, to the extent that a Fund is unable to renew leases or re-let space as leases expire, decreased cash flow from tenants will likely result, which could adversely impact such Fund’s operating results. A Fund may be required to expend funds to correct defects or to make improvements before an investment in a property can be sold. No assurance can be given that a Fund will have funds available to correct those defects or to make those improvements. In acquiring a property, a Fund may agree to lock-out provisions that materially restrict it from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. These factors and others that could impede a Fund’s ability to respond to adverse changes in the performance of its properties could significantly affect such Fund’s financial condition and operating results. In some instances, the principal asset of the lessee of a Fund property may be only the tenant’s improvements thereon, or the liability of the lessee may be limited to its interest in such improvements. In those cases, a Fund will be required to rely on the lessee’s equity interest in the improvements for its security. In the event of a default by a lessee or other premature termination of a lease, a Fund may experience delays in enforcing its rights as lessor, may incur substantial costs in protecting its investment and may experience an impairment of value. In addition, adverse changes in the operation of any property, or the financial condition of any tenant, could have an adverse effect on a Fund’s ability to collect rent payments and, accordingly, on its ability to make distributions to limited partners. At any time, a tenant may seek the protection of applicable bankruptcy or insolvency laws, which could result in the rejection and termination of
such tenant’s lease or other adverse consequences and thereby cause a reduction in the distributable cash flow of such Fund. No assurance can be given that tenants will not file for bankruptcy protection in the future or, if they do, that their leases will continue in effect. Difficulty in Selling Properties. Generally, real estate assets are illiquid in nature. There is risk that a Fund will be unable to realize its investment objectives through the sale or disposition of a property at an attractive price or within a desired period of time or will otherwise be unable to complete an exit strategy within the term of such Fund. In particular, these risks could arise from absence of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in interest rates or the availability of secured financing, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. Furthermore, in some cases, a Fund may have certain contractual obligations to tenants or joint venture partners in connection with a sale or disposition that may limit or prohibit the ability to complete an exit strategy in a timely fashion. Any of the foregoing factors could limit the ability of a Fund to execute its investment strategy rapidly in response to changes in economic and other conditions. Renovation Risks. Renovation activities conducted in connection with real property investments require additional time, which may delay the realization of a Fund’s investment objectives for such investment. During such delay, an investment may suffer a significant decline in value due to adverse economic and market changes or other conditions affecting such investment. In addition, renovation activities may not be completed within budget or on schedule because of cost overruns, work stoppages, shortages of building materials, the inability of contractors to perform their obligations, defects in plans and specifications or other factors. Any delay in completing the renovation of an investment property may adversely affect the investment returns to a Fund and its partners. Casualty and Condemnation. Investments in real estate are subject to the risks of partial or total condemnation in accordance with applicable law or regulation and casualty, whether arising from so-called “special hazards” (e.g., destruction by fires, floods, earthquakes and hurricanes) or otherwise. In either case, a Fund’s real estate investments (depending on such investments’ status as lender, borrower or equity owner) may be subject to one or more of the following risks: (i) lenders may require prepayments of outstanding loans with any proceeds arising from a casualty or condemnation recovery event (i.e., insurance coverage), (ii) renovations or developments with respect to an investment may be delayed and (iii) a seller may bear the risk of loss for such casualty or condemnation in connection with the disposition of an investment through the date of disposition. It may be impractical or impossible to fully insure against such events and, should such an event occur, a Fund could incur substantial costs and suffer a complete loss of its investment in such property. Real Estate-Related Regulatory Risks. A Fund’s investments in real estate are subject to various laws and regulations, including building codes, laws and regulations pertaining to fire safety and handicapped access (including the Americans with Disabilities Act of 1990, as amended), and other laws and regulations that may from time to time be enacted (including, without limitation, regulations that restrict the ability to increase rents). A Fund may be required to incur significant costs to comply with any future changes in such laws or regulations. Further, noncompliance with the existing or future laws and regulations to which Fund properties are subject could result in substantial capital expenditures to bring the properties into compliance, as
well as the imposition of fines or an award of damages to private litigants, which might adversely affect such Fund. Other Land Use Laws and Regulations. Agencies, city governments or legal challenges by civic or community groups may impose development moratoriums on properties that have been previously acquired a Fund or retroactively change zoning or development conditions that must be satisfied. Changes in local, state or federal tax, real estate and zoning laws may make it more difficult for a Fund to realize its investments, or reduce the return attributable to its investments. Environmental Matters. Ordinary operation or the occurrence of an accident with respect to an investment or other Fund real estate asset could cause major environmental damage, which may result in significant financial distress to such investment or asset, even if covered by insurance. In addition, persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by those persons. Under environmental laws in certain jurisdictions, owners of property may be liable for the clean-up and removal of hazardous substances even where the owner was not responsible for placing the hazardous substances on the property or where the property was contaminated prior to the time the owner took title to the property. Such laws and regulations often impose liability without regard to whether the owner or operator knew of the release or presence of environmental contamination and may impose joint and several liability (including among the Fund and the applicable asset) or liabilities or obligations that purport to extend to (and pierce any corporate veil that would otherwise protect) the ultimate beneficial owners of the owner or operator of the relevant property or operating company that stand to financially benefit from such property’s or company’s operations. The costs of removal and clean-up of hazardous substances and wastes can be extremely expensive and, in some cases, can exceed the value of a property. If any property acquired by a Fund through foreclosure, sale-leaseback or otherwise subsequently were found to have an environmental problem, such acquiring entity could incur substantial costs and suffer a complete loss of its investment in such property, as well as of other assets. The presence of hazardous substances, or the failure to properly remediate contamination from such substances, may also adversely affect the owner’s ability to sell the real estate or to borrow funds using such property as collateral, which could have an adverse effect on a Fund’s return from such investment. A Fund may therefore be exposed to substantial risk of loss from environmental claims arising in respect of certain of its investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment may create liabilities that did not exist at the time of its investment and that could not have been foreseen. Community and environmental groups may protest about the development or operation of certain Fund assets, which may induce government action to the detriment of a Fund. New and more stringent environmental or health and safety laws, regulations and permit requirements, or stricter interpretations of current laws, regulations or requirements, could impose substantial additional costs on a Fund asset, or could otherwise place a Fund asset at a competitive disadvantage, and failure to comply with any such requirements could have an adverse effect on the performance of an investment. Even in cases where a Fund is indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of a Fund to achieve enforcement of such indemnities.
Risks Related to Investments in Debt Securities Interest Rate Risks of Debt Securities. “Interest rate risks” refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the control of a Fund. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. This risk will be greater for long-term securities than for short-term securities. While a Fund reserves the right to seek to hedge such risks (including through investments in treasury securities or derivative instruments), it does not intend to do so actively. There is no assurance that such measures, even if implemented, will be effective. Changes to Benchmark Rates. To the extent that a Fund’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”) or other rates (each, a “Benchmark Rate”), the Fund may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Funds and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Market and Credit Risks of Debt Securities. Debt securities are subject to credit and interest rate risks. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument and how this risk changes over time. Financial strength and solvency of an issuer and the priority of the lien are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Certain of the investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. Furthermore, certain instruments may provide for payments-in-kind interest, which has a similar effect of deferring current cash payments. In both cases, an Issuer’s ability to repay the principal of an investment may be dependent on a liquidity event or the long-term success of the Issuer, the likelihood of which is uncertain. A Fund will be dependent upon the judgment of the General Partner as to the credit quality of the investments. There can be no assurance that the General Partner will be successful
in assessing the credit risk of the different investments or mitigating the impact of credit risk changes. An issuer’s ability to repay its loans may be adversely affected by numerous factors, including, without limitation, the failure to meet its business plan, a downturn in its industry or negative economic conditions. Loans that become non-performing may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate, capitalization of interest payments and a substantial write-down of the principal of the loan. However, even if such restructuring were successfully accomplished, a risk exists that upon maturity of such mortgage loan, replacement “take-out” financing will not be available. There is no assurance that the value of any collateral will be sufficient to protect all or a portion of the related investment. Deterioration in an Issuer’s financial condition and prospects may be accompanied by deterioration in the value of any collateral and a reduction in the likelihood of capitalizing on any guarantees that may have been obtained from the Issuer or other parties. An Issuer’s failure to satisfy financial or operating covenants imposed under the related investment could lead to defaults and, potentially, acceleration of the time when the investment is due. Foreclosure on its assets securing an investment could trigger cross defaults under other loans of the issuer (or vice versa), and could result in prepayment of the investment (or such other loans) or jeopardize the issuer’s ability to meet its obligations under the investment, and could have a material adverse effect on the value of any related equity interests of such Issuer that a Fund may hold. Furthermore, the Firm cannot assure that other claims may not be asserted that might interfere with enforcement of a Fund’s rights. The Firm cannot guarantee the adequacy of the protection of a Fund’s interests, including the validity or enforceability of the applicable investment contract and the maintenance of the anticipated priority and perfection of any applicable security interests. A default by an Issuer may result in a Fund being unable to liquidate the related investment prior to the termination of a Fund; and such investment may end up being restructured on terms that might result in the Fund being unable to liquidate it prior to the termination of a Fund. This could cause the limited partners to receive in-kind distributions in respect of such investments upon the termination of a Fund. Credit Ratings. Although some investments held by a Fund may have credit ratings assigned to them, credit ratings of debt obligations merely represent the applicable rating agency’s opinions regarding their credit quality and are not a guarantee of quality. There is no assurance that a rating accorded to such investments will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances in the future so warrant (which may include a change in such rating agency’s rating methodology or criteria). In addition, a rating agency may fail to make timely changes in credit ratings in response to subsequent events, so that the relevant Issuer’s current financial condition may be better or worse than a rating indicates. Consequently, credit ratings are only a preliminary indicator of investment quality and should not be considered a completely reliable indicator of investment quality. Investments in non-investment grade and comparable unrated obligations will be more dependent on the General Partner’s credit analysis than would be the case with investments in investment-grade debt obligations. Fraud Risks. Of paramount concern in purchasing loans and other assets is the possibility of material misrepresentation or omission on the part of a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or other asset, or may adversely affect the ability of the lender of record to perfect or effectuate a lien on the collateral securing the loan or other assets. The Funds rely upon the accuracy and
completeness of representations made by Issuers in which the Funds invest or other counterparties to the extent reasonable, but cannot guarantee that such representations are accurate or complete. Under certain circumstances, payments to the Funds may be reclaimed if any such payment or distribution is later determined to have been made with intent to defraud or prefer creditors. Origination of Loans and Licensing Requirements. As a result of their investment activities, it is possible that the Funds could be deemed to be engaged in the origination of debt or debt-linked securities for purposes of the applicable laws in jurisdictions in which such activities take place. Such laws are frequently highly complex and may include licensing requirements. Certain federal and local banking and regulatory bodies or agencies in or outside the United States may require the Funds, the General Partners, Reverence and/or certain employees of Reverence to obtain licenses or authorizations to engage in many types of lending activities including the origination of loans. It may take a significant amount of time and expense to obtain such licenses or authorizations and the Funds may be required to bear the cost of obtaining such licenses and authorizations. There can be no assurance that any such licenses or authorizations would be granted or, if granted, whether any such licenses or authorizations would impose restrictions on the Funds. Such licenses may require the disclosure of confidential information about the Funds, investors or their respective affiliates, including financial information and/or information regarding officers and directors of certain significant limited partners. The Funds may not be willing or able to comply with these requirements. Alternatively, Reverence may be compelled to structure certain potential investments in a manner that would not require such licenses and authorizations, although such transactions may be inefficient or otherwise disadvantageous for the Funds and/or any relevant Issuer or may not be able to allocate such potential investments until it has obtained such licenses. There can be no assurance that the Funds will maintain or obtain all of the licenses that they will need on a timely basis. The Funds would be subject to various information and other requirements to maintain and obtain these licenses, and there can be no assurance that they will satisfy those requirements. The Funds’ failure to maintain or obtain licenses that it requires, now or in the future, might restrict investment options and have other adverse consequences. Secured Debt. Some of the debt purchased or originated by the Funds is expected to be senior debt or secured debt. The characterization of an investment as senior debt or senior secured debt does not mean that such debt will necessarily have repayment priority with respect to all other obligations of the Issuers. Issuers may have, and/or may be permitted to incur, other debt and liabilities that rank equally with or senior to the senior loans in which the Funds invests. If other indebtedness is incurred that ranks in parity in right of payment or proceeds of collateral with respect to debt securities in which the Funds invests, the Funds would have to share on an equal basis any distributions with other creditors in the event of a liquidation, reorganization, insolvency, dissolution or bankruptcy of such Issuer. Where a Fund holds a first lien to secure senior indebtedness, the investments may be permitted to issue other senior loans with liens that rank junior to the first liens granted to the Funds. The intercreditor rights of the holders of such other junior lien debt may, in any liquidation, reorganization, insolvency, dissolution or bankruptcy of such Issuer, affect the recovery that the Funds would have been able to achieve in the absence of such other debt. Even where the senior loans held by the Funds are secured by a perfected lien over a substantial portion of the assets of an Issuer and its subsidiaries, the Issuer and its subsidiaries will often be able to incur a substantial amount of additional indebtedness, which may have an
exclusive lien over particular assets. For example, debt and other liabilities incurred by nonguarantor subsidiaries of an Issuer will be structurally senior to the debt held by the Funds. Accordingly, any such debt and other liabilities of such subsidiaries would, in the event of liquidation, dissolution, insolvency, reorganization or bankruptcy of such subsidiary, be repaid in full before any distributions to an obligor of the loans held by the Funds. Furthermore, these other assets over which other lenders have a lien may be substantially more liquid or valuable than the assets over which the Funds has a lien. The Funds may also invest in second-lien secured debt, which compounds the risks described in this paragraph. These investments may be subject to the risk that the Funds’ security interests in the underlying collateral are not properly or fully perfected. Compounding these risks, the collateral securing debt investments will often be subject to casualty or devaluation risks. Leveraged Loans. The Funds’ investment program may include investments in loans originated by banks and other financial institutions. These may include term loans and revolving loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Leveraged loans (also known as bank loans) have significant liquidity and market value risks since they are not generally traded on organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Because loans are privately syndicated and loan agreements are privately negotiated and customized, leveraged loans are not purchased or sold as easily as publicly traded securities. Historically the trading volume in loan markets has been small relative to high yield debt securities markets. In addition, leveraged loans have historically experienced greater default rates than has been the case for investment grade securities. There can be no assurance as to the levels of defaults and/or recoveries that may be experienced on leveraged loans, and an increase in default levels could have a material adverse effect on the Funds. A non-investment grade loan or debt obligation (or an interest therein) is generally considered speculative in nature and may become a defaulted obligation for a variety of reasons. A defaulted obligation may become subject to either substantial workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants with respect to such defaulted obligation. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on such defaulted obligation. The liquidity for defaulted obligations may be limited, and to the extent that defaulted obligations are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. Furthermore, there can be no assurance that the ultimate recovery on any defaulted obligation will not be lower than the recovery rate assumed by the General Partner. The Funds may acquire interests in bank loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the Issuer. In purchasing participations, the Funds generally will have no right to enforce compliance by the Issuer with the terms of the loan agreement, nor any rights of set-off against the Issuer, and the Funds may not directly benefit from the collateral supporting
the debt obligation in which it has purchased the participation. As a result, the Funds will assume the credit risk of both the Issuer and the institution selling the participation. A selling institution voting in connection with a potential waiver of a default by an Issuer may have interests different from those of the Funds, and the selling institution might not consider the interests of the Funds in connection with its vote. Notwithstanding, most participation agreements with respect to loans provide that the selling institution may not vote in favor of any amendment, modification or waiver that forgives principal, interest or fees, reduces principal, interest or fees that are payable, postpones any payment of principal (whether a scheduled payment or a mandatory prepayment), interest or fees or releases any material guarantee or collateral without the consent of the participant (at least to the extent the participant would be affected by any such amendment, modification or waiver). In addition, many participation agreements with respect to loans that provide voting rights to the participant further provide that if the participant does not vote in favor of amendments, modifications or waivers, the selling institution may repurchase such participation at par. Nature of Mezzanine Investments and Other Subordinated Investments. The Funds may invest in loans, securities and/or other instruments, or interests in pools of securities and/or other instruments that are subordinated or may be subordinated in right of payment and ranked junior to other securities and/or instruments issued by, or loans made to, obligors. Mezzanine and other subordinated debt investments involve a high degree of risk with no certainty of any return of capital. Although subordinated debt is senior to common stock and other equity securities in the capital structure, it may be subordinated to large amounts of senior debt and is often unsecured. While subordinated debt investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness ranking ahead of such investments and may benefit from cross-default provisions, some or all of such terms may not be part of particular investments. In addition, the ability of the subordinated debt holders to influence an issuer’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors. For example, under terms of subordination agreements, senior creditors are typically able to block the acceleration of the mezzanine debt or other exercises by the subordinated creditors of their rights. Accordingly, the Funds may not be able to take the steps necessary to protect their investments in a timely manner or at all. Further, the unsecured debt in which the Funds may invest may not be protected by financial covenants or limitations upon additional indebtedness, could have limited liquidity and may not be rated by a credit rating agency. Subordinated debt investments may increase a relevant Fund’s exposure to adverse economic factors such as significantly rising interest rates, severe downturns in the economy or deterioration in the condition of the obligor on the subordinated debt investment. Conversely, mezzanine loans and other subordinated debt investments are often less risky than equity investments because the claims of subordinated debt investors are typically senior to those of equity holders in the issuer. In the event that any obligor of a mezzanine loan or other subordinated debt investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of the relevant Fund’s investment in such loan could be significantly reduced or even eliminated. If an obligor becomes subject to insolvency proceedings in any jurisdiction, the rights of holders of mezzanine and subordinated debt may be adversely affected. Such proceedings and related laws and remedies vary substantially from jurisdiction to jurisdiction, may create the right
of such obligor to avoid certain unfavorable contracts or obligations and may result in significant delay and/or limitations on repayment of amounts owed to the Funds. With respect to the Funds’ investments in the form of subordinated debt obligations, upon any distribution to the relevant Issuer’s creditors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders of such Issuer’s senior and/or secured indebtedness (to the extent of the collateral securing such obligation) will be entitled to be paid in full before any payment may be made on such investment. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to such Issuer, the Funds will typically participate with all other holders of such Issuer’s indebtedness in the assets remaining after the Issuer has paid all of its senior and/or secured indebtedness (to the extent of the collateral securing such obligation). Such Issuer may not have sufficient funds to pay all of its creditors, and the Funds may receive nothing, or less, ratably, than the holders of senior and/or secured indebtedness of such Issuer or the holders of indebtedness that is not subordinated. If an Issuer declares bankruptcy, the Funds may not have full or any recourse to the assets of the Issuer, or the assets of the Issuer may not be sufficient to satisfy the loan. Further, the General Partner’s ability to amend the terms of a Funds’ loans, assign its loans, accept prepayments, exercise their remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings may be limited by intercreditor arrangements if debt senior to such Fund’s loan exists. Unsecured Debt. The Funds may invest a portion of their assets in unsecured indebtedness, whereas all or a significant portion of the Issuer’s senior indebtedness may be secured. In such situations, the ability of the Funds to influence the Issuer’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors. High Yield Debt Instruments. The Funds may purchase and/or hold “high yield” bonds, preferred securities and other debt products, including bank loans, which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Debt instruments in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated instruments and are generally considered to be predominately speculative with respect to the issuers’ capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than instruments with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated instruments, the yields and prices of such instruments may tend to fluctuate more than those of higher-rated instruments. The market for lower-rated instruments is thinner and less active than that for higher-rated instruments, which can adversely affect the prices at which these instruments can be sold. In addition, adverse publicity and investor perceptions about lower-rated instruments, whether or not based on fundamental analysis, may contribute to a decrease in the value and liquidity of such lower-rated instruments. Further, rating agencies may downgrade certain instruments in which the Funds have invested. Rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value. No assurances can be given that the ratings on such instruments accurately reflect their risk profiles. Distressed Assets. The Funds may purchase and/or hold securities and other obligations, such as bank debt, trade claims and accounts receivables, of issuers that are experiencing significant financial or business distress, including issuers experiencing poor operating results, having substantial financial or capital needs or negative net worth (including start-up companies), facing special competitive or product obsolescence problems, or that are involved in
bankruptcy or other reorganization and liquidation proceedings. Although such purchases may result in significant returns, they involve a substantial degree of risk, they may not show any return for a considerable period of time and they may result in substantial, or at times even total, losses. Such risks include, but are not limited to, the following: (i) subordination to substantial amounts of senior indebtedness, all or a significant portion of which may be secured; (ii) the possibility of substantial changes in rights and covenants which could result in less protection for the Funds with respect to securities purchased in proceedings under Chapter 11 of the Bankruptcy Code; (iii) the lack of regulation of the OTC securities markets in which distressed securities are often traded; (iv) difficulty in obtaining information as to the true condition of the issuers of such securities and obligations and (v) the lack of any established market-making, margin or other requirements which would help to insure that a viable trading market exists for a particular security. Such investments also may be adversely affected by state and U.S. federal laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the U.S. Bankruptcy Court’s power to disallow, reduce, subordinate or disenfranchise particular claims. The market prices of such securities are also subject to abrupt and erratic market movements and above-average price volatility, and the spreads between the bid and asked prices of such securities may be greater than those prevailing in other securities markets. It may take a number of years for the market prices of such securities to reflect their intrinsic value. It is anticipated that some of such securities in the portfolio of the Funds may not be widely traded, and that the Funds’ position in such securities may be substantial in relation to the market for such securities. These types of securities require active monitoring and may, at times, require participation by the General Partners in bankruptcy or reorganization proceedings. . To the extent that the General Partner becomes involved in such proceedings, a Fund may have a more active participation in the affairs of the Issuer than that assumed generally by an investor. In addition, participation in such proceedings may restrict or limit the Funds’ ability to trade securities of the Issuer. Additionally, any such securities and investments ordinarily remain unpaid unless and until the issuer reorganizes and/or emerges from bankruptcy proceedings and, as a result, may have to be held for an extended period of time. The level of analytical sophistication, both financial and legal, necessary for successful investment in issuers experiencing significant business and financial distress is unusually high. There is no assurance that the General Partners will correctly value the assets collateralizing the Funds’ loans or correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action or that any bankruptcy trustee will meet or outperform the announced liquidation plan. Certain Conflicts of Interest There are certain actual, inherent and potential conflicts of interest between the General Partners, their affiliates and their respective employees, officers, directors, principals, members and partners, on the one hand, and the Funds, on the other. The discussion below enumerates certain of such conflicts of interest. The General Partners can give no assurance that conflicts of interest will be resolved in favor of the investors, and, in fact, they may not be. By acquiring an interest in the Funds, each investor will be deemed to have acknowledged the existence of such actual, apparent and potential conflicts of interest and that such conflicts will be resolved by the General Partners in their sole discretion, but without any guarantee that any situation involving a conflict will be resolved in favor of the Funds, and to have consented thereto, and to have waived any claim in respect of the existence or resolution of any such conflict of interest. Discount Programs
The Firm intends to institute one or more programs under which issuers or portfolio companies owned by Funds would be given the option to participate in purchasing, vendor or similar arrangements with the Firm, its affiliates and/or other portfolio entities. Program participants would expect to receive discounts negotiated with various vendors and service providers on a group-wide basis, though, in some cases, the amount and level of such discounts would vary from participant to participant and it is possible that certain program participants would not receive a discount with respect to a particular group program. The Firm would allocate the costs for such program among the Funds and/or their respective portfolio companies or issuers, in accordance with the applicable Governing Fund Documents. To the extent that the Firm and its affiliates also were to participate in such a program, they would bear an allocable portion of such costs and receive similar benefits and discounts as the Funds and their respective portfolio companies or issuers participating therein. No amounts paid by any discount program participant would result in additional offsets to the Management Fee. The Firm believes the potential for conflicts relating to such arrangements will generally be mitigated by the anticipated cost savings to Issuers (which would be expected to benefit the Fund) that would result if the negotiated rates for goods and services were discounted relative to those widely available in the market. While the Firm will seek such arrangements that it believes at the time are of mutual benefit to both portfolio companies, there can be no assurance that the benefits will be symmetrical. Management of the Funds; Time and Attention to Other RCP Funds. Officers, directors, principals, partners, members and other personnel of the Firm and its affiliates are not obligated to devote their full time to the Funds, but will devote such time as each General Partner in its sole discretion, deems necessary to effectively carry out the operations of the Funds. During the relevant commitment period for each RCP Equity Fund, RCP Credit Fund and RCP Real Estate Fund, the applicable principals of Reverence have each agreed to devote substantially all of his business time and attention to the business of the applicable Funds. Certain principals of Reverence RE will continue to devote a portion of their time to their respective pre-existing investment-related activities Certain personnel will also be engaged in charitable activities, industry association participation, personal and potentially family office investing and pre-existing investment and investment- related activities. Conflicts may arise as a result of such other activities. The possibility also exists that such companies or issuers could engage in transactions which would be suitable for a Fund, but in which such Fund might be unable to invest. The Firm and its affiliates may also serve as manager, sponsor, general partner, adviser or in another capacity for multiple Funds, separate accounts and collective investment vehicles sponsored by Reverence. Neither the General Partners nor any of their partners or personnel will devote their entire time and attention to any one particular Fund. In the event of a conflict of interest between the interests of a Fund on the one hand, and another Fund, on the other, there is no assurance that the Firm or its affiliates will be able to resolve such conflict of interest in a manner favorable to a particular Fund. The existence of such multiple vehicles and accounts necessarily creates a number of potential conflicts of interest. Subject to any limitations imposed by the Governing Fund Documents and anti“assignment” provisions of the Advisers Act, the Firm, its affiliates and personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Funds, or expect to receive from the Funds in the future. Subject to any
restrictions in the Governing Fund Documents, this monetization could occur in many forms, including: public offerings of the Firm or an affiliate; borrowing against the Management Company’s or the General Partner’s investment in, or right to receive revenues from, one or more Funds; preferred financing or other strategic investment by a third party in one or more the Firm entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Funds or in one or more the Firm entities to third parties; or other financial arrangements, including those in which the Firm, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although the Firm and its personnel intend to abide by any “key person” or “time and attention” requirements in the Governing Fund Documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate the Firm in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent third-party funding or borrowings are used to finance General Partner commitment amounts, the Firm and/or its personnel generally will be less aligned with limited partners than would otherwise be the case. Carried Interest. The General Partners’ (or its affiliate’s) carried interest may create an incentive for the General Partners (or its affiliate) to make more speculative investments for the Funds than they would otherwise make in the absence of such performance‐based arrangements. In addition, as the Firm and its affiliates manage multiple Funds, for which they receive differing levels of performance-based compensation, the Firm and its affiliates may have an incentive to favor one Fund over others or take increased investment risks on behalf of a Fund for which they receive a larger performance-based compensation. Further, if distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property, as determined in accordance with procedures specified in the applicable Governing Fund Documents. Such valuation will affect the amount of carried interest allocated by a Fund to its limited partners and its affiliates, as well as the timing of the General Partner’s (or its affiliate’s) receipt of carried interest. See “Valuation of Assets” for more information. U.S. Taxation of Carried Interest. U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. This creates the potential for conflicts of interest between the relevant General Partner and limited partners. For example, the relevant General Partner could cause the relevant Fund to borrow more frequently, in greater amounts, or for longer periods; hold investments for longer than it would absent adverse tax consequences to the General Partner from a shorter holding period; or waive or defer the distribution or allocation of carried interest to the General Partner, potentially changing the character or amount of income allocated to limited partners. Conflicts with Investments and Investors. Officers, partners, members, employees and other personnel of the Firm and its affiliates may in certain circumstances serve as directors of certain portfolio companies or Issuers or sit as an observer on a board of directors of a portfolio company or Issuer and, in that capacity, will be required to make decisions that they consider to be in the best interests of the investment. Portfolio company board members (including such members who are Firm personnel, senior advisors or consultants to the Firm) frequently approve compensation and other amounts payable to the Firm or its affiliates. Decisions made by a director may subject the Firm, its affiliates or the Funds to claims they would not otherwise be
subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. Further, Firm personnel and senior advisors or consultants to the Firm are expected to serve as directors or interim executives of, or otherwise be associated with, companies that are competitors of portfolio companies or Issuers. In such cases, such personnel may be subject to fiduciary and other obligations to make decisions that they believe to be in the best interests of the relevant companies. Although, in most cases involving the Funds’ investments, the interests of the Funds and the portfolio companies or Issuers would be expected to be aligned, this may not always be the case, particularly if portfolio companies or Issuers are likely to be in financial difficulty. It would also be expected that the interests of a competitor company would not be aligned with those of the Funds, the portfolio companies or the Issuers. This may result in a conflict between the relevant individual’s obligations to a portfolio company or an Issuer or competing company and the interests of the Funds. In some circumstances, having Firm personnel serve as directors or interim executives of an underlying issuer or another company (including, for these purposes, a portfolio company of any Fund) may restrict the ability of the Funds to invest directly in an investment opportunity that also constitutes an investment opportunity for such company. In certain circumstances, for example in situations involving bankruptcy or near insolvency of the investment, actions that may be in the best interest of the underlying portfolio company or issuer may not be in the best interests of the Funds, and vice versa. Accordingly, in these situations, there may be conflicts of interests between such individual’s duties as an officer or employee of a General Partner and such individual’s duties as a director of a portfolio company or an Issuer. Portfolio companies or Issuers of a Fund may also be counterparties to or participants in agreements, transactions or other arrangements with Issuers or portfolio companies of another Fund that may involve fees and/or servicing payments to the Firm or its affiliates which are not subject to management fee offsets under the Governing Fund Documents of the Funds or otherwise shared with the relevant Funds. The portfolio company or Issuer of an investment of a Fund could potentially provide services to the portfolio company or Issuer of another investment of another Fund, or to the General Partner or its affiliates, including other Funds. The Funds are also permitted to purchase loans originated by portfolio companies of Funds or engage portfolio companies of Funds to act as a loan servicer or provide other services or engage in other transactions with portfolio companies of other Funds. Such arrangements are intended to be entered into on a fair and equitable basis as the parties deem appropriate. In addition, the General Partners or their affiliates are permitted to utilize the services of Operating Partners or Special Advisors or one or more limited partners of the Funds and their affiliates on a fair and equitable basis as the parties deem appropriate. See also “Service Providers” below for more information. Material Non-Public Information; Other Regulatory Restrictions. As a result of the operations of the Firm and its affiliates, as well as in connection with officerships or directorships of Firm personnel, the Firm frequently comes into possession of confidential or material non-public information. Therefore, the Firm and its affiliates may have access to material, non-public information that may be relevant to an investment decision to be made by a Fund. 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 Firm’s internal policies.
Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent the Firm 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. As a result of any of the foregoing, a Fund may be adversely affected because of the Firm’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by the Firm or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. CFIUS and National Security Clearance Considerations. Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or coinvestors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Fund’s proposed or
existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus the Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the General Partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Fund to maintain, or proceed with, any investment on terms acceptable to the Fund. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Fund as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Fund to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Fund. The OISP restrictions could limit the universe
of prospective investments available to a Fund, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. Sanctioned Investors. If after subscribing to a Fund a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities), the relevant General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Funds. Cross Trades. The Firm reserves the right for (directly or indirectly) the Funds to purchase securities from or sell securities and investments to other Funds, in each case for the purpose of rebalancing the portfolios of the Funds and/or such other entities, reducing or eliminating transaction costs or market impact, combining accounts or otherwise, in any case when the Firm believes such transactions are appropriate and in the best interests of the Funds. Pursuant to the Governing Fund Documents, the Firm will not receive a brokerage fee or commission in connection with such cross-transaction (though in certain transactions, certain fees may accrue to the Firm and/or its affiliates and, for the avoidance of doubt, any such fees will not be considered Fee Income) and such transaction will be executed through the use of a methodology that the Firm has determined at the time of the transaction to be fair and equitable to calculate the price of such transaction, including, for example, via verification and/or approval by a third party unaffiliated with the Firm, another Fund or a portfolio company thereof (See
Item 8. Methods of analysis, investment strategies and risk of loss
below), whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of the Firm. Certain of such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or the Firm might have an incentive to improve the performance of a Fund by selling underperforming assets to another Fund in order, for example, to earn fees.
Read the rest of Item 8 (17,743 more words)
Additionally, in connection with such transactions, the Firm, its affiliates, and/or their professionals (i) have significant investments, or intentions to invest, in the Funds that are selling and/or purchasing such an investment; or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). In the event the Firm wishes to reduce the investment of one or more Funds in an instrument and increase the investment of other Funds in such instrument, it may affect such transactions by directing the transfer of the instrument between the Funds. Any incremental costs and expenses associated with any such investment generally will be borne by the Funds on a pro rata basis. Cross-Fund Investments; Investments in Different Levels of the Capital Structure. The Funds may in the future make a “cross-fund investment.” A cross-fund investment means an investment in an Issuer in which another Fund already has an investment or will be making an investment at the same time. Cross-fund investments may occur when the vehicle with the existing investment does not have sufficient capital to make a follow-on investment or is at or approaching the end of its investment period or term, or where the Funds and a predecessor
and/or successor to the Funds are investing at the same time, and the Firm must allocate the investment opportunity across both vehicles. Cross-fund investing raises conflicts of interest for a variety of reasons. Where multiple Funds invest or consider investments in the same company at different times, the first Fund to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Funds (whether in the same or different strategy than the first Fund); similarly, to the extent a transaction does not proceed, the first Fund to invest typically will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Funds could or would have invested in the company in potential future transactions. Often, the security that will be purchased by the later-investing investment vehicle may have more attractive terms and conditions than the securities issued to the earlier investment vehicle and may be higher in the capital structure than those held by the earlier vehicle. For example, the earlier vehicle may hold equity securities of a company and the later vehicle may purchase convertible debt securities of such company. In such a situation, the interests of a Fund and other Fund(s) may not always be aligned, which may give rise to actual or potential conflicts of interest or the appearance of such conflicts of interest. For example, questions may arise as to whether payment obligations and covenants at the Issuer level should be enforced, modified or waived, or whether debt should be refinanced or restructured. The fact that one investment vehicle’s interests sit higher in a company’s waterfall, or the stage of maturity of each investment vehicle (i.e., how close to the end of the vehicle’s life it may be) also could impact decision-making regarding potential sales processes, including what valuation to target and whether an exit should be pursued. Questions may arise about what action should be taken when a company is in financial distress, including whether to enforce claims and whether to initiate 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 investment vehicles that have invested in different securities within the same Issuer. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, investment vehicles may or may not provide such additional capital and, if provided, each investment vehicle generally will supply such additional capital in such amounts, if any, as determined by the Firm in its sole discretion. Because of the different legal rights associated with debt and equity of the same Issuer, the Firm and its affiliates expect to face a conflict of interest in respect of the advice given to, and the actions taken on behalf of, a Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms and recapitalizations and the resolution of workouts or bankruptcies). If multiple Funds were to 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 workout 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 the Firm in its sole discretion. Because of the different legal rights associated with debt and equity of the
same portfolio company, in such situations the Firm would expect to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). In administering, or seeking to reinforce, such agreements, the Firm expects to be subject to potential conflicts of interest, for example between a Fund with a reimbursement obligation and a Fund seeking reimbursement. In certain circumstances Funds may be expected to be prohibited from exercising (or the Firm may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Fund or the other may be subject to creditor claims regarding subordination of interests. Conflicts also are expected to arise when 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. To the extent a Fund has insufficient unfunded capital available to support its investment, then a Fund may suffer dilution, while the other Fund may continue investing. A Fund also may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Fund(s). This may result in differences in price, terms, leverage and associated costs. Further, there can be no assurance that a Fund and the other Fund(s) with which it coinvests will exit such investment at the same time or on the same terms. The Firm and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally. There can be no assurance that the return on a Fund’s investments will be the same as the returns obtained by other Fund(s) 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 the Fund and the relevant other Funds. In that regard, actions may be taken for other Fund(s) that adversely affect the Fund. Cross-fund investing also raises the risk of using the assets of a Fund to support portfolio companies of other Fund(s), which action might be motivated by a desire by the Firm to attempt to reduce the potential clawback liability of an affiliate of the General Partner and/or the Firm (and therefore the guarantor liability of the ensuing carry recipients). In determining whether to make a cross-fund investment and upon what terms, the Firm will follow the procedures set forth in the Partnership Agreements and will act in accordance with the Firm’s investment allocation policies and procedures, which may be amended. Successor Funds. The Firm expects in the future to organize Successor Funds, managed accounts and/or other investment products with objectives substantially similar to those of the Funds. Unless consented to by a Fund’s advisory committee, the General Partner will not generally commence the investment activities of a Successor Fund until the earliest of (i) the end of the Investment Period; and (ii) such time as at least 75% of the Commitments have been invested, committed or allocated for investment or reserved for follow-on investments as described in the Partnership Agreements and (iii) the occurrence of such other circumstances as set forth in the Partnership Agreements, subject to certain exceptions set forth in the Partnership Agreements. The Governing Fund Documents provide the Firm with wide-ranging authority to make determinations such as the cessation of a Fund's investment period (including the timing thereof). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and therefore the Firm faces conflicts of interest in making such determinations.
If a Successor Fund is created, the allocation of investments between it and a Fund will be pursuant to the Firm’s investment allocation policy, as may be amended. In capitalconstrained environments, such as those that prevail today, the General Partner may reserve significant amounts of capital for use in connection with existing investments. Additionally, because a Fund may make use of leverage, and such leverage may remain outstanding beyond the end of the Investment Period, this could result in a Fund declining to draw down a percentage of limited partners’ Commitments. Due to the need to hold capital in reserve for this purpose, a Fund likely will be deemed to be “fully invested” before 75% of its committed capital has actually been invested, committed, allocated or reserved for investment. In that event, the Firm would be free to organize and draw capital from a Successor Fund, even though substantially less than all of the capital of a Fund had actually been invested. Nothing in this paragraph shall limit the ability of the Firm to organize, close, manage, draw down or invest other Reverence Funds or accounts that (i) will make investments that a Fund is not permitted or able to make, either due to a Fund’s investment objectives or the limitations described in herein or because the General Partner has determined that the investment is in excess of what should prudently be invested by a Fund on its own, (ii) do not have substantially similar objectives, strategy and scope to those of a Fund (including target return profile, risk profile, leverage capacity or structure), notwithstanding whether such other Reverence Funds make investments that overlap with, in whole or in part, those of a Fund (such as a strategy focused on a particular country or geographic region or a strategy focused on a particular asset class or sub-strategy and/or a strategy with different holding periods and/or return profile), (iii) are not structured as private commingled funds (for example, SPACs, business development companies or listed closed end funds) or (iv) any Other Funds relating to any new business acquired by Reverence or its affiliates. Affiliated Broker-Dealer Activities. The Firm’s affiliated broker-dealer is permitted to engage in various capital markets, credit and other investment banking activities, including (i) managing or otherwise participating in underwriting syndicates and/or selling groups with respect to Issuers of the Funds, (ii) engaging in the private placement of debt or equity securities or instruments issued by Issuers of the Funds, (iii) serving as an arranger, lead lender or in another capacity with respect to loans or other credit activities on behalf of the Funds and (iv) such other investment banking and capital markets activities as are appropriate. Furthermore, the business and activities of such broker-dealer affiliate are expected to continue to evolve and expand over time, and it is anticipated that such broker-dealer affiliate will engage in other transactions and activities over time. Although, initially, these services are intended to be provided only with respect to the Funds and their respective Issuers, it reserves the right in the future to provide such services to third parties. Such broker-dealer (including related lending vehicles) will likely manage or otherwise participate in underwriting syndicates and/or selling groups with respect to portfolio investments of the Funds or otherwise be involved in the private placement of debt or equity securities or instruments issued by the Funds’ portfolio investments and non-controlling entities in or through which the Funds invest (including by placing securities issued by such portfolio investments with co-investors), or otherwise in arranging or providing financing for portfolio investments alone or with other lenders, which could include the Funds. Affiliated broker-dealers could, as a consequence of such activities, hold positions in instruments and securities issued by a Fund’s portfolio investments and engage in transactions that would also be appropriate investments for the Funds.
The amount and terms of compensation will vary based on the activity, but in some cases will be derived based on a percentage of transaction value or a percentage of the offering underwritten by the affiliated broker-dealer, and is generally expected to be significant. The terms of such compensation generally will be determined among the transacting parties, including the applicable Issuer, portfolio company, the affiliated broker-dealer and other participants (e.g., other underwriters or syndicate members). No portion of any such Affiliated Broker-Dealer Fees will reduce or offset the Management Fees, and Affiliated Broker-Dealer Fees are not otherwise required to be shared with any Fund or its limited partners. Where a Firm-affiliated broker-dealer serves as underwriter with respect to a portfolio investment’s securities, any relevant Fund will generally be subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This could prejudice such a Fund’s ability to dispose of such securities at an opportune time. In addition, in circumstances where a portfolio investment becomes distressed and the participants in an offering undertaken by such portfolio investment have a valid claim against the underwriter, the Fund would have a conflict in determining whether to sue such Firm-affiliated broker-dealer. In circumstances where a nonaffiliate broker-dealer has underwritten an offering, the issuer of which becomes distressed, the Funds will also have a conflict in determining whether to bring a claim on the basis of concerns regarding the Firm’s relationship with the broker-dealer. The Firm and its affiliates are subject to conflicts of interest to the extent they negotiate, determine or approve any Affiliated Broker-Dealer Fees, and while the Firm will seek compensation that it believes, in light of its duties to seek best execution on behalf of each Fund, is reasonable, such compensation will not be negotiated at arm’s length, and there can be no assurance that other market parties would not charge lower amounts. The compensation payable to an affiliated broker-dealer also creates an incentive for the Firm and its affiliates to seek to refer, allocate or recommend an investment or transaction to the Funds that it might not otherwise if the potential for such compensation did not exist, and the lack of offset regarding such compensation provides the Firm an incentive to seek higher fees in connection with such arrangements. Where an affiliated broker-dealer acts to place a Fund’s limited partner interests, no commission or other compensation will be received from the Fund for such placement services. The Firm generally has an incentive to exercise its control or influence over Issuers and their management teams such that they retain MPA instead of other service providers. The Firm will evaluate transactions on a case-by-case basis to seek to mitigate such conflicts in light of the Firm’s ongoing obligations to the Funds. Secondaries and other General Partner-Led Transactions. There continues to be a significant market for secondary sales, General Partner-led transactions, continuation funds, successor fund investments and other transactions, and the Firm reserves the right to dispose of (or seek additional capital for) Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by the adviser following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where the Firm believes there is the potential for additional value generation. Where undertaken, existing limited partners
typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by the Firm and its affiliates), often on different terms than their original investment in the Fund. However, certain of such transactions are expected to involve: a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles; a greater exposure to one or more particular portfolio companies; and/or a delay in the full liquidation of the Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of the Firm or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where the Firm or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant General Partner on the sale of an asset from an existing Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, the Firm, the relevant General Partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent the Firm requires existing limited partners and/or new buyers to commit capital to a continuation fund or another Fund managed by the Firm in addition to the purchase amount paid in a transaction (including commitments to the relevant Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant General Partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances, the Firm reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that the Firm will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of Fund or any individual limited partner or group of limited partners. However, the Firm reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Fund Documents. The Firm is permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated, the relevant Fund is expected to bear as broken deal expenses all of the related costs in the absence of an agreement
with other parties to bear a portion of such costs. Other Firm Clients. In addition to responsibilities with respect to the management and investment activities of the Funds, the General Partners, the Firm, the Founding Members and their affiliates may have similar responsibilities with respect to various other existing and future pooled investment vehicles and client accounts. The existence of such multiple vehicles and accounts necessarily creates a number of potential conflicts of interest. There are instances, and there may be instances in the future, in which one or more of such other investment vehicles or client accounts or the Firm, the General Partners or any of their respective employees, officers, directors, principals, members or partners invests in a different part of the capital structure of a Fund’s portfolio company. This situation creates additional potential conflicts of interest. In particular, in the event of a bankruptcy proceeding involving such portfolio company, the Funds’ interest may be subordinated or otherwise adversely affected by virtue of the involvement of the other Firm clients or affiliates of the General Partners. Allocations of Investment Opportunities Among Funds. The General Partners, the Firm and their affiliates give advice and make investment recommendations to multiple Funds that may differ from advice given to, or investment recommendations made to, other Funds, even though their investment objectives may be the same or similar across the Funds. The Funds, whether now existing or created in the future, could compete with each other for the purchase and sale of investment opportunities. See also “Competing Investments.” While the Firm will seek to manage potential conflicts of interest in good faith, the portfolio strategies employed by the Firm in managing its other entities could conflict with the transactions and strategies employed by the Firm and the General Partners in managing the Funds and may affect the prices and availability of the investments. Conversely, participation in specific investment opportunities may be appropriate, at times, for more than one Fund. Allocation of identified investment opportunities among the Funds presents inherent conflicts of interest where demand exceeds available supply. The conflicts inherent in making such allocation decisions may not always be resolved to the advantage of the Funds. See also “CoInvestment Opportunities” below for information about conflicts of interest in connection with the allocation of co-investment opportunities. The Firm expects to occasionally be presented with certain investment opportunities that would be suitable not only for more than one Fund or other investment vehicle operated by advisory affiliates of the Firm. In determining which investment vehicles should participate in such investment opportunities, the Firm and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. Except as required by the Governing Fund Documents, the Firm is not obligated to recommend any investment to any particular investment vehicle. With respect to the allocation of investment opportunities among the Funds, as a general matter, and subject to the Governing Fund Documents, the Firm and its affiliates will allocate investment opportunities between the Funds in a manner that is consistent with the adopted written investment allocation policies and procedures established by the Firm and its affiliates designed to ensure allocations of opportunities are made over time on a basis it determines to be fair and reasonable, which in general means that when such opportunities meet the investment objective, strategy and structure of one or more Funds (investment objective, strategy and structure include without limitation, the size of a potential investment), the Firm will typically seek to allocate such investments pro rata among the Funds based on factors which are permitted to include, but need not be limited to, each Fund’s target investment size and purchasing capacity for such investment. Prior to making any allocation to a Fund of an investment opportunity, the
Firm, in its discretion, determines what additional factors may restrict or limit the offering of an investment opportunity to such Fund (e.g. with respect to such Fund, (i) such Fund’s overall investment objectives and guidelines, including, without limitation, yield ranges, target returns, industry preferences, diversification requirements and concentration limits; (ii) regulatory requirements affecting such Fund and (iii) such Fund’s investment period, reinvestment period, term limitations, uncalled/uninvested capital and any other obligations, restrictions or limitations contained in such Fund’s advisory contract or other applicable Governing Fund Documents). In allocating investment opportunities, the Firm is also permitted to take into account (i) factors related to the specific Funds, such as structure, strategy, risk profile, life cycle, time horizon, tax sensitivity, tolerance for turnover, asset composition, cash level, the Funds’ investment guidelines and industry/vertical concentration or other applicable diversification requirements and/or limitations, investment period, reinvestment period and term limitations related to such Funds, leverage, actual and perceived liquidity and any other obligations, restrictions or limitations contained in the applicable Governing Fund Documents, and (ii) factors related to the investment, such as maturity, weighted average life, duration, projected cash flow, yield/return expectations, concentration factors (industry, geographic, customer or other), investment size and investment ramp, ability to obtain leverage, seniority of the investment in the capital structure, investment rating of the investment (if any), creditworthiness of the issuer of the investment and other risk-related considerations of the investment, any legal, tax, and regulatory considerations and alternative investments when a Fund’s purchasing capacity is limited. Generally, investment opportunities in debt securities will be allocated to Funds pursuing a credit investment strategy other than certain debt securities deemed more appropriate for other Funds, as determined by the Firm in its sole discretion and subject to the applicable Governing Fund Documents of the relevant Funds and the Firm’s allocation policy. The Firm shall not have any obligation to present any investment opportunity to the Funds if it determines in good faith that such opportunity should not be presented to the Funds for any one or a combination of the foregoing factors, or if it is otherwise restricted from presenting such investment opportunity to the Funds or is required to present such opportunity to other Funds. The Funds generally reserve the right to invest together in the manner set forth in the relevant Governing Fund Documents and the Firm’s policies and procedures. The Firm may in the future develop additional policies, procedures and methodologies that govern the allocation of investment opportunities, which, among other things, may set forth more detailed priorities and presumptions regarding allocations between the Funds. In addition, as permitted by the Governing Fund Documents, the Firm is expected to form one or more separately managed accounts or other similar arrangements with one or more investors (who may also be investors in the Funds) that have the same or overlapping investment strategies or objectives with the Funds. In such circumstances, the existence of any such separately managed account (or similar arrangement) that invests alongside the Funds would generally reduce the size of the opportunity for the Funds to invest in an investment in which such separately managed account or similar arrangement invests. Any such separately managed account (or similar arrangement) may be funded (directly or indirectly) by proceeds received by one or more investors in one or more Funds. The Governing Fund Documents will set out parameters which limit in certain respects investments by the Funds with respect to entities in which other Funds have invested or will invest at substantially the same time and/or on substantially the same terms as an investment being made by other Funds. The Governing Fund Documents will set forth certain approaches,
including causing the Funds to take certain actions that, in the absence of such conflict, it would not take, that are intended to ameliorate and/or manage such conflicts of interest to the extent possible. The Firm’s allocation of investment opportunities among the Funds in the foregoing manner often will result in the allocation of all or none of an investment opportunity to the Funds, or a disproportional allocation among such persons, with such allocations being more or less advantageous to some such persons relative to other such persons. The Firm believes that the significant investment in the Funds by the General Partners, their affiliates and their respective investment professionals, as well as the General Partners’ carried interest, operate to align, to some extent, the interests of the Firm with the interests of the Funds and the limited partners, although the Firm and its affiliated persons have economic interests in other Funds as well, and receive management fees and carried interest relating to other Funds. There can be no assurance that the Funds’ actual allocation of an investment opportunity, if any, or the terms on which such allocation is made, will be as favorable as they would be if the conflicts of interest to which the Firm expects to be subject, discussed above and below, did not exist. There can be no assurance that the Funds will have an opportunity to participate in certain investments that fall within the Funds’ investment objectives. Because the Firm and its affiliates manage multiple Funds with varying management fees and carried interest, the Firm and/or its affiliates have a potential incentive to favor certain Funds in the allocation of investment opportunities. Investments in the Same Investments. The Firm may cause the Funds to invest in a broad range of asset classes throughout the corporate capital structure, including investments in corporate loans, debt securities, preferred equity securities, and common equity securities. Conflicts have the potential to arise even when multiple Funds make investments at substantially the same time and on substantially the same terms, or if they invest in the same type of securities of an issuer in which other Funds have already made an investment (or the reverse) or intend to make at substantially the same time. There can be no assurance that the Funds or any vehicle with which they co-invest will have the same investment timelines or exit such investments at the same time or the same terms. The Firm and its affiliates may express inconsistent views of commonly held investments or of market conditions generally. For example, the Firm may choose to sell all or part of an investment in an entity while another Fund holds or increases its investment in such entity (or vice versa). Differing investment timelines have the potential to cause the Funds to have different desires for follow-ons or other disposition opportunities. Investments by more than one Fund in an issuer also have the potential to raise the risk of using assets of another Fund to support positions taken by other Funds. There can be no assurance that any such conflict can be resolved in a manner that is beneficial to all Funds. In that regard, actions taken for one or more Funds may adversely affect such Funds. An RCP Equity Fund may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as an RCP Credit Fund. This likely will result in differences in price, terms, leverage and associated costs. There can be no assurance that the return on an investment will be the same across the Funds participating in a given transaction. Competing Investments. The Firm expects to make investments on behalf of itself and/or the Funds that are competitive to entities in which a Fund makes an investment (for example, a Fund may invest in an issuer or company (in which, for these purposes, another Fund may have no interest) that competes with an entity in which another Fund holds an investment). In
providing advice and recommendations to, or with respect to, such investments and in dealing with such investments on behalf of multiple Funds, to the extent not prohibited by law, the Firm will not take into consideration the interests of all Funds, the Funds’ portfolio investments and the investments. Accordingly, such advice, recommendations and dealings have the potential to result in adverse consequences to the Funds or their investments. See “Allocation of Investment Opportunities Among Funds” above. Warehoused Investments. The General Partner is permitted to direct a Fund to acquire interests in investments with the intent of such Fund “warehousing” such investment in contemplation of a subsequent transfer or sale to a third party (including another Fund) after the date of such acquisition. Notwithstanding the General Partner’s intent, there can be no guarantee that the Fund will be able to dispose of such investments by sale or other disposition at attractive prices, or at prices equal to or greater than the cost basis of such investment. Additionally, the General Partner may direct a Fund to acquire investments from other Funds or the Firm (or one of its affiliates). It is possible that such warehoused investment will not be transferred to the Fund as intended or expected. If the value of the investment declines between the date on which such investment is initially acquired and warehoused and the date on which a Fund purchases such investment, the purchase price paid by the Fund may be in excess of its then fair market value. Operating Partners. As described above, portfolio companies and Issuers are expected to pay certain fees to Operating Partners, and such fees will not offset or reduce the management fee as described herein. In the event one or more Operating Partners (directly or indirectly) is providing services with respect to the Funds, such Operating Partners’ expenses will be allocated among the applicable the Funds as determined by the Firm, as applicable in a manner that it believes is fair and equitable. The Firm’s determination as to whether a service is an Operating Partner Service, the categorization of any fees and expenses, and the allocation of such fees and expenses shall be binding on the Funds and the limited partners. Although the use of Operating Partners and the allocation of compensation paid to them by the Firm, its affiliates and/or the portfolio companies or Issuers have the potential to subject the Firm and/or its affiliates to conflicts of interest, the Firm believes that such potential conflicts may be reduced by the anticipated cost savings to such companies (which is expected to be to the benefit of the Funds) that would result if the cost of the Operating Partner is lower than market rates for the services provided and/or if the quality of the services of the Operating Partner make a greater contribution to the success of the portfolio company or Issuer and, thus, the Funds’ investment therein. Although the Firm seeks to retain Operating Partners with a view to reducing costs to the portfolio companies or Issuers and, ultimately, the Funds, a number of factors may result in limited or no cost savings from such retention. The Firm also seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that the Firm believes will align such persons’ interests with those of the limited partners and seeks to retain only Operating Partners and service providers that 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. Service Providers. The Firm has discretion to recommend to a Fund, or to the issuer of an investment thereof, that it contract for services (including those of Operating Partners, Special Advisors, accountants, administrators, lenders, law firms (including Fund or transaction counsel) bankers, brokers, attorneys, consultants, loan servicers, property management, loan
originators, suppliers, vendors, and investment or commercial banking firms) (“Service Providers”) with (i) the Firm or a related person (which is permitted to include the issuer of an investment of the Fund or another Fund or an entity that is owned by or otherwise related to the Firm); (ii) an entity with which the Firm or its affiliates or current or former personnel has a relationship or from which the Firm or its affiliates or personnel otherwise derives financial or other benefit; (iii) certain investors (including limited partners); (iv) one or more portfolio companies; or (v) the affiliates of any of the foregoing. Such services may also include (but are by no means limited to) services during the diligence and acquisition process and, with respect to Reverence RE, property management or development management services. For example, the Firm is expected to receive management, operational, transaction support, corporate support, financial advisory, financing, syndication, brokerage, arrangement, administrative services, loan origination and/or, loan servicing or other services with respect to actual or prospective portfolio companies or issuers from entities that are portfolio companies of the Funds. Any reimbursements, fees and other compensation paid to any such Service Provider will not offset or reduce the management fee, and the use of Service Providers is expected to fluctuate and/or expand over time. In some circumstances Service Providers are expected to request that the amount of fees payable in relation to their services instead be directed to a third party or donated to a charitable organization, and in these cases the relevant Fund will bear such amount as a permissible expense to the same extent as if it were paid to the Service Provider itself. In circumstances where Service Providers provide services (including due diligence services) in connection with a portfolio company investment that is not consummated, the relevant Fund(s) and not co-investors or other equity holders generally will bear the related amounts. Any such arrangement with a Service Provider has the potential to subject the Firm to conflicts of interest, because, although the Firm selects Service Providers that it believes is aligned with its operational strategies and will enhance investment performance and, relatedly, returns of the Funds, the Firm has a potential incentive to recommend a related or other person (including a limited partner) because of its financial or other business or personal interest. There is a possibility that the Firm, because of such belief or for other reasons (including whether the use of such persons could establish, recognize, strengthen, and/or cultivate relationships that have the potential to provide longer-term benefits to a Fund or the Firm) would favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Although the Firm generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending service providers. Additionally, the Firm expects certain Service Providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships and the timing of services these persons have the potential to have additional or different information relative to other investors or co-investors, and likely will be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors. It is possible that Service Providers consider the overall level of work performed for the Firm, the Funds or their portfolio companies in determining whether to provide reduced rates or benefits to the Firm. Based on the foregoing factors, limited partners should not expect Service Providers to the Firm or any Fund to provide services that will be the most beneficial to any limited partner or group of limited partners. In certain circumstances where the Firm commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, the Firm will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the
range of rates in the applicable or related markets. Consequently, the Firm undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking relates specifically to the assets or services to which such rates or terms relate. Where such rates or terms include hourly components, the Firm reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Whether or not the Firm has a relationship or receives 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. The Firm and its affiliates are expected to occasionally employ, retain or otherwise engage with persons with pre-existing ownership interests in issuers or portfolio companies owned by the Funds; conversely, former employees of the Firm and/or its affiliates are permitted to serve in significant management roles at companies or service providers recommended by the Firm. In such capacity, conflicts are expected to arise to the extent that an employee’s fiduciary duties to a portfolio company or issuer as a director may conflict with the interests of the Funds, but, because the Funds will generally be a significant stakeholder with respect to such investments, it is expected that such interests will generally be aligned. The Firm expects to be subject to a potential conflict of interest with the Funds in recommending the retention or continuation of a third-party service provider to the Funds or portfolio company or issuer if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in one or more Funds, will provide the Firm information about markets and industries in which the Firm and its affiliates operate (or are contemplating operations), or will provide other services that are beneficial to the Firm and its affiliates. For example, the Firm reserves the right to cause a Fund to make payments to investment banks and/or other intermediaries, all or a portion of which is for the purpose of generating future deal flow for such Fund; however, there can be no assurance that such payments will result in future deal flow, and in certain cases, future deal flow may inure to the benefit of another or a successor Fund rather than the Fund making the payment. The Firm expects to be subject to a potential conflict of interest in making such recommendations, in that the Firm has an incentive to maintain goodwill between them and the existing and prospective portfolio companies for a Fund, while the products or services recommended may not necessarily be the best available to a Fund or its portfolio companies or Issuers of investments held by the Funds. As part of the Firm’s business, the Firm, partners, employees, senior personnel and affiliates of the foregoing have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include, but are not limited to, investment bankers, lenders, consultants, professional advisers (such as lawyers and accountants), private equity and venture capital investors, co-investors (which may include investors in the Funds), investors in various other existing and future pooled investment vehicles and client accounts, current and former directors, former employers, officers and employees of current and former portfolio investments and former employees and members of the Firm. The Firm reserves the right to retain certain of these third parties as Service Providers. Such third parties may also provide goods or services to or have business, personal, political, financial or other relationships with the General Partners, the Firm, partners, employees, senior personnel and affiliates of the foregoing. Such third parties have, and are expected in the future to, receive direct commercial compensation from a portfolio company, the Firm and its affiliates for providing these services, which compensation and services will be on arm’s‐ length terms and such compensation will not offset against the management fee. These relationships have the
potential to influence the Firm in deciding whether to select or recommend any such third party to perform services for the Funds or with respect to an investment. Co-Investment Opportunities; Broken Deal Expenses. The Firm is permitted to in its discretion make available certain opportunities to co-invest with the Funds to third-party coinvestors (including a party with whom the Firm and/or their affiliates have a relationship (such as limited partners in the Funds)) and/or to the Firm and its affiliates; provided, however the Firm, its affiliates and its respective partners and members shall not independently co-invest in an investment of the Funds (other than through the Funds) unless all of the limited partners have been offered the opportunity to participate in such co-investment and there remains an available amount after the limited partners have made (or are deemed to have made) elections with respect to participation in such investment. The Firm or its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in accordance with its coinvestment allocation policy, which may be amended. Decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment opportunity is made, are made in the sole discretion of the Firm or its affiliates or other participants in the applicable transactions, such as co-sponsors. The Firm reserves the right to grant certain third-party investors (including anchor or other early-committing investors or investors making large commitments) the opportunity to evaluate specified amounts of prospective co-investments in Fund portfolio companies or otherwise to have priority in coinvestment opportunities. In certain cases, determinations to allocate opportunities to vendors or service providers will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. Additionally, non-binding acknowledgements of interest in coinvestment opportunities are not investment allocation requirements and do not require the Firm and its affiliates to notify the recipients of such acknowledgements if there is a co-investment opportunity. The Firm will determine, in its sole discretion, whether a potential co-investor is eligible to participate in a co-investment opportunity by considering factors that include, but are not limited to, the following: whether the eligible co-investor has expressed an interest in evaluating co-investment opportunities, including the perceived intensity of that interest; the expertise, knowledge and sophistication of the proposed eligible co-investor with respect to the issuer, segment, market, industry, geographic region or other characteristics that are relevant to the investment; the eligible co- investor’s perceived ability to approve the investment pursuant to any applicable internal approval processes (including the predictability of the eligible coinvestor’s investment process), and to otherwise execute the transaction, in a timely manner with respect to the timeframe in which the Firm believes favorable transaction terms may be achieved; any tax, regulatory, securities laws and/or other legal considerations with respect to the eligible co-investor (e.g., qualified purchaser or qualified institutional buyer status); confidentiality or publicity concerns, including those that have the potential to arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity; the Firm’s perception of whether the investment opportunity has the potential to subject the prospective co-investor to legal, regulatory, reporting, or other burdens that make it less likely that the prospective co-investor would act upon the investment opportunity if offered or would impair the Firm’s ability to execute the relevant transaction in the desired time or on desired terms; the size of the investment allocation available to the Firm and its affiliates (and not being allocated to other Funds), and the practicality of splitting the allocation into smaller tranches; the ability of the eligible co-investor to invest an amount of capital that is consistent with the needs of the investment, taking into account the amount of capital reasonably expected to be needed (including for potential add-on acquisitions and other
potential additional investments) and the maximum number of investors that can realistically participate in the transaction; any requirements of any third-party lenders as to the identity of any investors participating as co-investors, or as to the creditworthiness of any co-investors, or as to the number of co-investors, or as to other matters with respect to the investors in the transaction; whether the eligible co-investor is considered “strategic” to the investment because it is able to offer the Funds or the Firm certain benefits, including, but not limited to, the ability to help consummate the investment, the ability to aid in operating or monitoring the investment, or whether the Firm believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the Funds or the Firm and/or their affiliates; whether the eligible co-investor has a history of consummating co-investment opportunities with the Firm; whether the eligible co-investor has the financial and operational resources and other relevant wherewithal to evaluate and participate in a co-investment opportunity; the likelihood that the eligible co-investor would require governance rights (including, but not limited to, board or observer rights, access to the management team of the issuer, or material informational rights) that would complicate or jeopardize the transaction (or, alternatively, where the investor would be willing to defer to the Firm and assume a more passive role in governing the investment); whether the eligible co-investor has any interests in any competitor of the underlying investment; the size of the eligible co-investor’s interest to be held in the issuer as a result of a Fund’s investment (which is likely to be based on the size of the eligible co-investor’s capital commitment and/or investment in such Fund); whether the eligible co-investor has any known investment policies and restrictions, guideline limitations or investment objectives that are relevant to the transaction, including the need for early or recurring distributions; the extent to which the eligible co-investor has previously been provided a greater amount of co-investment opportunities relative to other eligible co-investors; the likelihood that an eligible co-investor may invest in the Funds; whether the eligible co-investor will pay any fees in connection with the co-investment; and other factors that the Firm considers important in connection with the specific transaction or investment, including, without limitation, the expected investment holding period and services provided by the eligible co-investor to the issuer of the investment (or otherwise provided by the eligible co-investor with respect to the investment). Coinvestment opportunities typically will be offered to some and not to other eligible co-investors, and the consideration of the factors set forth above will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and the Firm expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to a management fee and/or performance-based compensation, co- investments blend the effective rates of compensation paid by such persons and (iii) coinvestors’ proportionate share of a particular investment typically is not subject to the management fee offset provisions of the applicable Fund’s Governing Fund Documents. In order to facilitate the acquisition of a portfolio company, a Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to coinvestors or other persons prior to or following the closing of the acquisition. In such event, the relevant Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when
the relevant General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, such General Partner’s interest in limiting the Fund’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and the Firm expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of a Fund’s Governing Fund Documents and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions in the Governing Fund Documents of a Fund. In order to facilitate the acquisition of a portfolio company, a Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to coinvestors or other persons prior to or following the closing of the acquisition. In such event, the relevant Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the General Partner’s interest in limiting the Fund’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. When and to the extent that employees and related persons of the Firm and its affiliates make capital investments in or alongside certain Funds, the Firm and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. The allocation of any such co-investment opportunities may or may not be in proportion to the commitments of such limited partners and are likely to involve different terms and fee structures. In these cases, while the Firm will seek to act in the best interest of the Funds, a party
could argue that the Funds received a smaller allocation in the particular investment than it otherwise would have received if the Firm had not provided the third party with the coinvestment opportunity. Any expenses attributable to a particular investment held by the Funds and any co-investment vehicle and/or committed co-investment fund, in each case established and managed by the Firm or its affiliates, will generally be allocated among the Funds and such co-investment vehicle and/or committed co-investment fund pro rata in accordance with their respective aggregate invested capital in such investment. In certain circumstances a co-investor that has been identified by the Funds and has committed to be responsible for its share of broken deal expenses will be allocated a share of such expenses, but in the absence of such an agreement all broken deal expenses will be borne by the Fund(s) and not by any potential coinvestors that were to have participated in such transaction, as further discussed under “Conflicts of Interest” below. In addition, such co-investment vehicles or other co-investors will not necessarily bear all the same fees and expenses that are borne by the Funds, such as fees and expenses of third-party data feeds, subscriptions and reports, despite indirectly getting the benefit of such services. Management Fees. The Governing Fund Documents provide that a Fund’s management fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the Governing Fund Documents, from the effective date of the relevant Fund until a date specified in the Governing Fund Documents (the “Stepdown Date”), management fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate investor commitments. Further, after the Stepdown Date, management fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Fund borrowing component (including interest expenses) and the amount of any capitalized Supplemental Fees or expenses, including the costs of Operating Partners) made by the relevant Fund relating to the Fund’s aggregate investments in its portfolio companies or investments, as applicable, that have not been realized or permanently written down. With respect to “evergreen” products that invest via one or more periodic vintages, management fees may be based on a combination of aggregate investor commitments and investment contributions (as adjusted for permanent write-downs or writeoffs). Under the Governing Fund Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date management fees will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of applicable investment contributions. Conversely, the Governing Fund Documents do not require management fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment (as defined below) standard under the Governing Fund Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total amount of investment contributions relating to such Impaired Value Investment, then the amount of management fees otherwise payable relating to such investment will be reduced solely based on the ratio of the fair market value of each relevant remaining investment(s) as compared against the amount of total investment contributions relating to such investment(s) as of the date of the relevant event. Due to differences in the criteria set forth in their respective Governing Fund Documents, in the event
where more than one Fund participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Fund’s Governing Fund Documents but not those of one or more other Funds. As a result, the amount of management fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the relevant investment period, and will not be reduced in connection with any write downs, except in the case of Impaired Value Investments (as defined below). Except where the Governing Fund Documents expressly provide to the contrary, management fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Fund(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date management fee base will include capitalized transaction-specific fee and expenses of unrealized investments, including certain fees (such as Supplemental Fees) and expenses paid to Service Providers, Operating Partners, Reverence or its affiliates. Further, management fees generally will not be reimbursed or refunded under the Governing Fund Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. The Governing Fund Documents set forth the full list of terms under which management fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified management fee rate in the Governing Fund Documents until they are reduced in the circumstances and on the date(s) specified therein. Side Letters. The Firm and/or its affiliates reserve the right to 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 different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of the Firm’s compensation), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, and liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, as well as economic, procedural and other terms, many of which will not be subject to the “most-favored nation” provision of a Fund’s Governing Fund Documents. Side Letters may also relate to strategic relationships under which an investor agrees to make capital commitments to multiple Funds. Except where required by Governing Fund Documents, other investors will not receive disclosure of Side Letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, the relevant General Partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such Side Letters. As a consequence of one or more limited partners being excused or excluded, or from regulatory or other factors limiting their participation in investments, the aggregate returns realized by participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments. A Fund generally will bear the costs of implementing, monitoring and complying with
Side Letters provisions relating to the Fund’s investment strategy found therein, and (where applicable) environmental, social, governance and other standards to which the relevant General Partner has committed in making investments on behalf of a Fund. In addition, Reverence will permit certain investors closely associated with the General Partner, Reverence or any of their respective affiliates, any of their respective personnel, partners, members, equity holders or service providers (including Special Advisors and/or Operating Partners), persons with whom Reverence has strategic relationships and any “friends and family” of the foregoing to invest directly or indirectly in a Fund on terms that are more favorable than those offered to other investors, including with respect to the non-payment or reduction in payment of Management Fees, and carried interest or different treatment with respect to fee offset or a sharing of net-fee related earnings and/or net-carried interest received by the General Partner and Reverence in respect of a Fund. In addition, certain investors (such as related investors or investors that utilize the same investment advisor) may be permitted to aggregate their commitments to a Fund for purposes of determining eligibility under “most favored nation” provisions as well as Management Fee reductions. Except as required by applicable law (including AIFMD) or otherwise agreed, the General Partner will not be required to disclose any such side letters to other limited partners, nor will limited partners necessarily be entitled to elect the benefits of any such side letters. It is also expected that the General Partner, a Fund, Reverence and/or their respective affiliates will, as appropriate, confirm factual matters to incoming limited partners (including in response to due diligence requests), make statements of intent or expectation to such limited partners or acknowledge statements by such incoming limited partners that relate to the General Partner’s, a Fund’s, Reverence’s and/or their respective affiliates’ activities pertaining thereto in one or more respects. The General Partner, a Fund, Reverence and/or their respective affiliates also expect to agree to other due diligence-related arrangements with one or more limited partners. In addition, General Partner, a Fund, Reverence and/or their respective affiliates expect to agree to certain matters relating to knowledge transfer and/or secondments with one or more limited partners as part of an overall firm relationship. Additionally, it is expected that limited partners who designate representatives to participate on the advisory committee may, by virtue of such participation, have more information about a Fund and investments in certain circumstances than other limited partners generally and may be provided information in advance of communication to other limited partners generally. Any such statements, confirmations, agreements or acknowledgements will not involve the granting of any legal right or benefit, and therefore will not be subject to the “most favored nations” process or election by the limited partners, and as a result limited partners will not typically receive notice thereof or copies of the documentation (if any) in which they are contained. There can be no assurance that any such arrangements will not have an adverse effect on a Fund or that such arrangements will not influence the General Partner’s activities or the operation of a Fund. If a Fund or the General Partner or an affiliate thereof enters into a Side Letter entitling a limited partner to opt out of a particular investment (including one or more significant limited partners with geographic- or industry- specific or size-based opt outs) or withdraw from a Fund, the General Partner is permitted to either elect to have a Fund not make the investment or elect to have a Fund make the investment without the participation of such limited partner(s) and/or to permit the limited partner to withdraw, as applicable. Any election to opt out (including by one or more significant limited partners with geographic- or industry- specific or size-based opt outs) or withdraw by such limited partner would correspondingly increase the interest that other limited partners will have in that particular geography, industry or investment (in the case of an opt-out)
or all investments (in the case of a withdrawal), which may have an adverse effect on such limited partners’ investment results. In addition, in the case of an opt-out election, depending upon the specific terms of the Partnership Agreement (which may call for future capital contributions to be based on unfunded Commitments rather than aggregate Commitments), the election may decrease the interest that other limited partners will have in subsequent investments, which may have an adverse effect on such limited partners’ investment results. If the General Partner grants a limited partner a preferential economic arrangement that entitles such limited partner’s share of any Management Fees payable by a Fund to be calculated based on such limited partner’s invested capital during the applicable investment period, such arrangement would have the effect of incentivizing the General Partner to invest a Fund’s capital more rapidly than it might otherwise do in the absence of such arrangement. Any rights or terms so established in a Side Letter with a limited partner will govern solely with respect to such limited partner (but not any of such limited partner’s assignees or transferees unless so specified in such Side Letter) and will not require the approval of any other limited partner notwithstanding any other provision of the Partnership Agreement and, for the avoidance of doubt, matters arising under any such Side Letter are considered matters contemplated in the Partnership Agreement and the limitation on liability provisions therein shall apply equally to any such Side Letter. Such preferential terms are generally not subject to the “most favored nation” provisions of the Governing Fund Documents of a Fund. The other limited partners will have no recourse against a Fund, the General Partner, the Firm or any of their respective affiliates in the event that certain limited partners receive additional or different rights or terms as a result of such Side Letters. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other Side Letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or nonparticipating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Although the Firm believes it to be unlikely, excuse or other rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Fund Documents; conversely, a limitation on one or more limited partner’s voting rights generally will increase the voting rights percentage of other limited partners in the relevant Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund.
Secondary Transfers. In certain cases, Reverence will have the opportunity (but, subject to any applicable restrictions or procedures in the Governing Fund Documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, Reverence will not receive compensation for identifying such transferees, and will use its discretion to select such transferees based on eligibility and other factors, and unless required by the Governing Fund Documents, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. The relevant General Partner also generally has authority under the Governing Fund Documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Funds. The relevant General Partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The General Partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the General Partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant General Partner similarly expects to use its discretion to select limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. Advisory Committee and Limited Partner Approvals and Waivers. Under the Governing Fund Documents, a Fund’s advisory committee generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Fund Documents, all limited partners are bound by the determinations of the advisory committee, regardless of whether an individual limited partner is represented by a member of the advisory committee. A Fund’s advisory committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In certain circumstances, any business or other relationship of an advisory committee member with the Firm (including a longstanding investing relationship) or its affiliates could influence such advisory committee member to be more aligned with the Firm and the relevant General Partner and favor proposals brought to the advisory committee; in other circumstances, such factors could make an advisory committee member more likely to oppose a proposal. Advisory committee members could be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by Side Letter or otherwise) a role on the advisory committee, and the Firm expects to be subject to varying incentives in determining which limited partners will be permitted to appoint a representative thereto. A General Partner is authorized to appoint limited partners to the advisory committee of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on an advisory committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are
likely to align with the relevant Fund and the General Partner and other factors. The Firm is permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an advisory committee member, or decision made by an advisory committee as a whole, will fully represent their individual interests. Selection of Brokers, Futures Commission Merchants, Placement Agents and Other Third-Party Service Providers. Conflicts may arise in the General Partner’s selection of brokers and/or futures commission merchants and/or other service providers. Such brokers and/or futures commission merchants provide a variety of services to a Fund and other clients of the General Partner, which include, but are not limited to, clearance and settlement of transactions for the Fund, placement agent services, custody of the clients’ investment instruments and cash, extending margin credit to clients, arranging for stock loans to implement short sales, lending of the clients’ portfolio assets to third parties and capital introduction services whereby the General Partner is afforded the opportunity to make a presentation regarding its services to certain qualified investors by the brokers and/or futures commission merchants. While the brokers, futures commission merchants and/or their affiliates generally provide capital introduction services at no additional cost and certain other services at favorable or below market rates, the General Partner, and not the Fund, will be the principal or sole beneficiary of those services, thus presenting a potential conflict of interest between the Fund and the General Partner, which is responsible for selecting the brokers and/or futures commission merchants and negotiating such person’s brokerage, margin and other fees. The General Partner has brokerage relationships with other clients of the General Partner which could be expected to benefit such other clients of the General Partner, thus presenting a potential conflict of interest between such other clients of the General Partner, the Funds and the Firm. Moreover, certain placement agents may be affiliated with brokers and/or futures commission merchants of the Fund. Such brokers and/or futures commission merchants would indirectly benefit from the services of such brokers’ and/or futures commission merchants’ affiliated placement agents that place Interests in the Fund by increasing the assets upon which such brokers and/or futures commission merchants receive fees from the Fund. In addition, the Funds’ advisors and service providers (including accountants, administrators, lenders, bankers, brokers, futures commission merchants, derivatives counterparties, attorneys, specialists and consultants) or their affiliates provide goods or services to, or have business, personal, financial or other relations with the General Partners and their affiliates, principals and employees (and their respective family members or relatives) and advisory clients. Such advisors and service providers may be investors in the Funds, sources of investment opportunities or co-investors or commercial counterparties or entities in which a General Partner has an investment. Additionally, certain employees of the General Partners could have family members or relatives employed by such advisors and service providers. These relationships could have the appearance of affecting or potentially influencing the General Partner in deciding whether to select or recommend such service providers to perform services for a Fund, s portfolio company or its Issuers (the cost of which will generally be borne directly or indirectly by the Fund or such entities, as applicable). Further, the service providers to a Fund, and the fees and expenses payable thereto, can change at any time. Valuation of Assets. 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 most 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. Therefore, many of the assets in which the Funds expect to directly invest are not expected to have a highly observable exchange market value and will subsequently be valued by the Firm, in accordance with the Firm’s valuation policies, which may be amended, or by another independent third party as described further below. The Firm will value the assets held by the Funds, including assets for which there is no readily ascertainable market value, in accordance with the Firm’s valuation policies. The Firm has a conflict of interest in determining such valuations because the management fee and carried interest or other incentive fees payable to the Firm are based primarily on the values assigned to such investments. For example, overvaluing certain positions held by a Fund would inflate the value of such Fund’s assets (which would likely increase the fees payable to the Firm and the distributions owned to the General Partner) as well as such Fund’s performance record. The valuation of investments may also affect the ability of the Firm to raise additional funds. As a result, there may be circumstances where the Firm is incentivized to determine valuations that are higher than the actual fair value of investments. Subject to a materiality threshold as set forth in the Firm’s valuation policy for RCP Credit Funds, the Firm will retain an independent third party to periodically value certain assets of the RCP Credit Funds, including certain assets for which there is no readily ascertainable market value. In addition, securities for which market quotations are not readily available, or are deemed to be unreliable, are fair valued in accordance with the Firm’s valuation policies. Fair value situations could include, but are not limited to: a significant event that affects the value of a security; illiquid securities; securities that have defaulted or are de-listed from an exchange and are no longer trading; or any other circumstance in which it is determined that current market quotations do not accurately reflect the value of the security. Impaired Value Investments. The Partnership Agreements provide the General Partners with wide-ranging authority to make determinations, including those related to investment purchases and dispositions, valuation and other matters, such as the cessation of the relevant Fund investment period and the later commencement of a successor Fund’s investment period (including timing determinations related to each of the foregoing) that have the potential to affect the compensation of the General Partners and their affiliates. In making such determinations, a General Partner is subject to potential conflicts of interest. For example, the potential to earn additional compensation can create an incentive for such General Partner to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s management fee and carried interest compensation arrangements. The nature of any compound preferred return in a Fund’s carried interest arrangements provides incentives for the General Partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions and recapitalizations. The General Partner expects to be incentivized to cause the relevant Fund to make investments and hold on to investments (and to delay or forego a determination that the investments are permanently impaired, written down, permanently declined in value, or otherwise impaired in the manner described in the applicable Partnership Agreement (such investments, “Impaired Value Investments”)) in order to generate greater ongoing management fees and, potentially, larger carried interest distributions than would otherwise be the case if such investments had not been made or held (or if such determination had not been made), including because of the possibility that the investments’ values will appreciate in the future. Where the management fee is calculated taking into account the valuation of an
investment, including a determination of whether an investment has become an Impaired Value Investment, a General Partner will have incentives to make determinations that result in the continued payment of, or a higher, management fee. Where the relevant Partnership Agreement does not require management fees to be reduced in connection with investment reorganizations, restructurings, extraordinary dividends or similar transactions, a General Partner is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date management fees will include the value of capitalized Supplemental Fees, expenses, costs or other amounts relating to, unrealized investments, including such amounts payable or reimbursable to the General Partner and its affiliates. The General Partner and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future management fees will be calculated. These incentives run counter to the General Partner’s incentives to reduce the amount of fees, expenses and costs borne by the Funds’ investments in light of the effect of these amounts on the Funds’ carried interest calculations. Additionally, the amount of carried interest owed to a General Partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and such General Partner expects to be subject to related conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the Partnership Agreement. The Partnership Agreements provide the General Partners with wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by a General Partner or its affiliates in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of such General Partner’s determination that an investment is an Impaired Value Investment, and, except as set forth in the relevant Partnership Agreement, neither the General Partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the applicable Fund’s holding period. In making its determination, the General Partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Partnership Agreement. As a general matter, the standards for determining Impaired Value Investments are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of compensation to a General Partner and its affiliates is dependent in part on an investment’s status as an Impaired Value Investment, such General Partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although the General Partners and their affiliates intend to operate in accordance with the Partnership Agreements, as well as valuation and other policies, practices and procedures, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policies, practices and procedures will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Distributions. In connection with the sale of (or certain other events at) a portfolio company or portfolio investment, while the General Partners intend to timely distribute the amounts owed to investors and/or the relevant Fund(s), the General Partners reserve the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the
portfolio company, portfolio investment, and/or relevant Fund(s). Such amounts generally are not subject to any pre-defined limits in the applicable Governing Fund Documents, transaction agreements or any of the Firm’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Fund(s) will be monitored by Reverence personnel on an ongoing basis. The General Partners will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Fund(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Fund, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Fund’s carried interest arrangements unless and until they are used to make an investment or pay expenses or other liabilities. To the extent these amounts do not accrue a preferred return, or are not reflected in the relevant Fund’s performance figures, the General Partners expect to have incentives to continue to hold the amounts for extended periods. Subscription Lines. A Fund generally is permitted to enter into a subscription line with one or more lenders to finance its operations, including the acquisition, financing or refinancing of the Fund’s investments, as well as to consolidate or make less frequent capital calls to limited partners. Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if a Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against a Fund would likely be subordinated to such Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in incremental partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment and negotiation of the terms of the borrowing facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Governing Fund Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than a Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby may be deemed to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Fund-level borrowing can increase the base of a Fund’s management fee calculation, such as during periods where management fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because management fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant General Partner has an incentive to cause the
Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fund-level borrowing arrangements, and the repayment or nonrepayment thereof, can also influence the determination of the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s management fee calculation under the Governing Fund Documents. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to coinvestors, as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the Fund nor the limited partners generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of the Funds and the limited partners or impose additional obligations on them. For example, a subscription line may impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in the Fund. In addition, to secure a subscription line, the relevant General Partner may request certain financial information and other documentation from limited partners to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows the General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay the-then current amount outstanding under a subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant General Partner called smaller amounts of capital incrementally over time as needed by the Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. A Fund may also utilize Fund-level borrowing when the General Partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment appreciates in value and is disposed of prior to repayment, the relevant Fund generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant General Partner, as reduced by the interest incurred by the relevant Fund. Subject to any limitations in the Governing Fund Documents, this scenario potentially incentivizes the relevant General Partner to permanently
fund the acquisition and ongoing capital needs of a Fund’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Investment- and Intermediate Entity-Level Borrowing. Where permitted under the Governing Fund Documents, a Fund is authorized to incur indebtedness that is secured by assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Where provided in the Governing Fund Documents, indebtedness may be permitted to be incurred for any purpose relating to the activities of the relevant Fund, including without limitation to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of management fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Fund Documents. Further, certain Funds are permitted to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Governing Fund Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Potential Conflicts Relating to Personal Securities Transactions and Gifts & Entertainment of Firm Personnel. Personal investment by Firm personnel can present potential conflicts of interest for the General Partner. Firm personnel are permitted to buy and sell securities or other investments for their own accounts. As a result of differing investment strategies or constraints, or for other reasons, positions may be taken by Firm personnel that are the same as, different from or made at different times than positions taken for a Fund. The Firm has established policies and procedures requiring certain approvals for investments in private or public companies and private funds by Firm personnel and certain personal securities transactions by Firm personnel. However, the potential exists for personal securities transactions by Firm personnel, including those which have been pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than any of a Fund’s
investment transactions generate for its limited partners. Moreover, the applicable investment committee may determine, in certain circumstances that an issuer identified as a potential investment opportunity for a Fund is not suitable or appropriate for a Fund. The potential exists for Firm personnel, other co-investors or competitors of the Firm to invest in such issuer and realize significantly higher investment returns than any of the Funds’ investment transactions generate for its limited partners. Firm personnel occasionally receive gifts and/or entertainment from clients, intermediaries, or service providers to the Funds or the General Partners, which could have the appearance of affecting or may actually affect the judgment of such Firm personnel, or the manner in which they conduct business. The Firm has adopted policies and procedures with respect to the provision and receipt of gifts and entertainment to identify any potential conflicts of interest. Diverse Membership. The limited partners of the Funds are expected to include U.S. taxable and tax‐exempt entities and persons from jurisdictions outside of the United States. Such persons may have conflicting investment, tax and other interests with respect to their investments in the Funds. The conflicting interests of individual limited partners may relate to or arise from, among other things, the nature of the investments made by the Funds, the structuring of the acquisition of the Funds’ investments, the purchase by the Funds of assets from an underlying company where certain limited partners did not participate in the Funds’ investment in such underlying company and the timing of disposition of investments. Such structuring of the Funds’ investments and other factors may result in different returns being realized by different limited partners. As a consequence, conflicts of interest may arise in connection with decisions made by the General Partners that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations, including with respect to the nature or structuring of investments. In selecting and structuring investments appropriate for the Funds, the General Partner will consider the investment and tax objectives of the Funds and the partners as a whole, and not the investment, tax or other objectives of any limited partner of the Funds individually. In addition, certain limited partners may also be limited partners in the other Funds. Such limited partners described in the previous sentence may therefore have different information about Reverence and the Funds than limited partners not similarly positioned. In addition, conflicts of interest may arise in dealing with any such limited partners, and the General Partner and its affiliates may not be motivated to act solely in accordance with its interest relating to a particular Fund. Similarly, not all limited partners monitor their investments in vehicles such as the Funds in the same manner. For example, certain limited partners may periodically request from the General Partner information regarding a Fund and its investments that is not otherwise set forth in (or has yet to be set forth) in the reporting and other information required to be delivered to all limited partners. In such circumstances, the General Partner may provide such information to such limited partner, but just because it has provided such information upon request by one or more limited partners does not mean the General Partner will be obligated to affirmatively provide such information to all limited partners (although the General Partner will generally provide the same information upon request and treat limited partners equally in that regard). As a result, certain limited partners may have more information about a Fund than other limited partners, and the General Partner will have no duty to ensure all limited partners seek, obtain, or process the same information regarding a Fund and/or its investments. Expense Allocation. The Firm, the General Partners, or any of their respective
employees, officers, directors, principals, members or partners will incur fees, costs and expenses on behalf of the Funds, on the one hand, and various other existing and future pooled investment vehicles and client accounts, on the other hand. The Firm and the General Partners will face a variety of potential conflicts of interest when it determines allocations of various fees and expenses to the Funds. The General Partners, in their sole discretion, will attempt to allocate such fees, costs and expenses in accordance with the relevant Governing Fund Documents, the Firm’s expense allocation policies, which will be amended occasionally, and in a manner that they believe is fair and equitable to the Funds under the circumstances over time and considering such factors as they deem relevant. The allocations of such expenses are permitted to be made on a non- proportional basis, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate based on the relative commitments to or available commitments with respect to the Funds or the relative net asset value of the Funds, and such matters will not necessarily be brought to the applicable Limited Partner Advisory Committee or the limited partners of the Funds for discussion or consultation. As a general matter, Fund expenses typically will be allocated among all relevant Funds or co-invest vehicles receiving the benefit of such expenses (in the relevant General Partner’s sole discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by Reverence or its affiliates using their reasonable judgment, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across these vehicles. The allocations of such expenses are permitted to be made on a non- proportional basis, and any such determinations involve inherent matters of discretion, e.g., in determining which Funds or co-invest vehicles benefit (or the extent to which they actually or potentially could benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of Funds or co-invest vehicles receiving related benefits or proportionately in accordance with Fund size (including amount of remaining committed capital), asset size or fair value, number of investors, number of investments, number of users, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or the Firm. The Funds generally are expected to have different expense reimbursement terms, including with respect to management fee offsets, which are expected in certain cases to result in the Funds bearing different levels of expenses with respect to the same investment. Further, the Firm reserves the right to consider each relevant Fund’s strategy as a component of its allocation of investment expenses, and as a general matter will not allocate expenses associated with one Fund’s equity investment to a different Fund’s credit investment, or vice versa, even if the two investments are in the same portfolio company. As a result, it is possible that a Fund or co-invest vehicle will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Fund.
Item 9. Disciplinary information
Disciplinary Information The Firm’s partners, principals and officers have not been the subject of any legal or disciplinary action from a regulatory authority in the preceding ten years that would be material to a client’s or prospective client’s evaluation of the Firm’s business or its management.
Item 10. Other financial industry activities and affiliations
Other Financial Industry Activities and Affiliations The Firm is affiliated with the General Partners and equivalent entities subject to the Advisers
Act pursuant to Reverence’s registration in accordance with SEC guidance. These entities operate as a single advisory business together with the Firm and generally share common owners, officers, partners, personnel, consultants or persons occupying similar positions. Each General Partner has exclusive management and control over its respective Fund and has delegated investment management authority to the Firm. As described in Item 6, each General Partner receives compensation based on the performance of the respective Fund. MPA BD SERVICES LLC (“MPA”) is an SEC registered broker-dealer that is under common control with the Firm.
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Reverence and MPA share office space and certain personnel. As further discussed in Item 5: Fees and Compensation —Transaction Fees, Special Income, and Affiliated Broker-Dealer Fees, any Affiliated Broker-Dealer Fees paid to MPA do not reduce or offset any management fees owed to the Firm by any Fund. For additional information about the activities of MPA, a description of material conflicts of interest created by the relationship among MPA, the Firm, the Funds, and their affiliates, as well as a description of how such conflicts are addressed, please see Item 8: Methods of Analysis, Investment Strategies and Risk of Loss — Certain Conflicts of Interest – Affiliated Broker-Dealer Activities.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Firm has adopted a code of ethics (the “Code of Ethics”) pursuant to Rule 204A-1 under the Advisers Act for purposes of establishing the standards of business conduct and fostering a culture of honesty and accountability and assisting its personnel with complying with the Advisers Act. The Code of Ethics is applicable to all personnel of the Firm and generally applies to all of such personnel’s personal trading transactions. The Code of Ethics generally prohibits Firm personnel from buying securities in any limited offering or initial public offering without obtaining pre- clearance from the Firm’s Chief Compliance Officer.
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In addition, the Code of Ethics generally prohibits personnel from purchasing any security that is currently on the Firm’s “Restricted List” or any security with respect to which a Fund has plans to purchase or sell. In addition, the Code of Ethics requires each Firm personnel to submit annual holdings reports detailing his/her current securities holdings and quarterly transaction reports detailing securities transactions effected in the quarter. The Firm will provide a copy of its Code of Ethics to any client or prospective client (and any investor or prospective investor in a Fund) upon request to the Chief Compliance Officer at the email address or phone number set forth under Item 2. However, the Firm reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Firm on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby.
Item 12. Brokerage practices
Brokerage Practice The RCP Equity Funds invest primarily in private companies, the RCP Credit Funds primarily invest in loans and securities backed by credit or other assets, the RCP Real Estate Funds primarily invest in real estate-related investment opportunities as described in Item 8. Occasionally, a Fund is expected to execute transactions in publicly traded securities or invest in
debt securities or other debt-related investments. In those events, the Funds will incur brokerage costs and other fees, in which case the Firm will seek to satisfy its obligation to seek best execution. Best execution does not require the Firm to use the lowest price broker but requires the Firm to ensure that the client receives the overall best execution taking into account various quantitative and qualitative factors.
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In choosing brokers or dealers to effect securities transactions for the Funds, the Firm relies on its judgment, knowledge and experience in evaluating the broker-dealer’s reliability and capability based on previous and pending transactions effected by the broker-dealer. The Firm also reserves the right to consider factors such as price, commission, size of order, difficulty of execution and degree of skill required of the broker-dealer. The Firm is also expected to take into account certain broker-dealer specific factors, such as trading capability, financial stability and responsibility, reputation, operational efficiency and overall responsiveness to the Firm and the Funds. At this time, the Firm does not have any soft dollar arrangements, but it may choose to do so in the future, at its discretion. In the event that the Firm has determined to purchase or sell a security at the same time for more than one Fund, the respective orders for each such Fund will be aggregated. If the aggregated order is filled at different prices, all participating Funds will receive the weighted average price and will share any associated transaction costs on a pro rata basis.
Item 13. Review of accounts
Review of Accounts The portfolio companies and investments of each Fund are continuously and actively monitored by a team of investment and operating professionals, which monitoring includes reviews of each portfolio company’s or Issuer’s operations, overall performance, financial position, strategy and prospects. Investors in each Fund typically receive annual audited financial statements of the relevant Fund after the end of such Fund’s fiscal year and unaudited quarterly reports that provide narrative and summary financial information regarding the Fund’s portfolio companies after the end of the Fund’s first three quarters. Investors also receive ad hoc updates on occasion.
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In addition to general Fund reporting, Reverence expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a Side Letter or in response to diligence or other requests). RCP has created a Portfolio Committee (the “PC”) with respect to the RCP Equity Funds. The PC is currently composed of Mr. Chulack, who chairs the PC, Messrs. Berlinski and Aberg as well as three Special Advisors with strong operating experience. The PC also maintains access to a number of specialized consulting resources focused on key areas of value creation (e.g., technology, finance, IR/PR, marketing, etc.). RCP may expand the PC over time (including to add additional Special Advisors) as the Funds’ portfolios grow. The purpose of the PC is to focus and deliver on the Firm’s commitment to add value across the Funds’ portfolios. The PC meets quarterly and on a bi‐annual basis. During its periodic meetings, the PC assists in monitoring portfolio risks, performance, achievement of investment objectives and commitments made during the investment process. It is also responsible for tasks relating to value creation (e.g., technology planning, recruitment, balance sheet optimization, board construction, etc.). Furthermore, the PC assists in planning and executing on liquidity and value crystallization opportunities.
RCP has created an asset management team to provide additional oversight and functional support for investments acquired by the RCP Credit Funds and the RCP Real Estate Funds (“Asset Management Team”). The Asset Management Team expects to take an active approach to asset management and work closely with members of the investment team to customize an appropriate oversight approach for each investment by the RCP Credit Funds and the RCP Real Estate Funds. The Asset Management Team will be primarily responsible for: (i) monitoring investment performance (financial, operational, collateral) against underwriting and key market indicators, (ii) monitoring and enforcement of loan and credit documents (e.g., reporting, covenants), (iii) oversight of vendor and servicer relationships, and (iv) supporting internal risk rating and the investment valuation processes. These activities are expected to be performed throughout the investment lifecycle and are expected to contribute to overall success and value enhancement of the RCP Credit Funds’ and the RCP Real Estate Funds’ investments.
Item 14. Client referrals and other compensation
Client Referrals and Other Compensation The Firm does not expect to receive any other compensation from any non-client in connection with the investment advice or other advisory services to the Funds. However, the General Partners or the Funds themselves reserve the right to receive fees in connection with the termination, cancellation or abandonment of a proposed Fund investment, organization, transaction or success fees in connection with the making of a Fund investment and/or periodic advisory, monitoring, consulting or other similar fees from one or more of the Funds’ portfolio companies and expect to receive immaterial gifts and entertainment from non-clients occasionally in the ordinary course of business.
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The management fee to which the Firm is entitled from each Fund is generally reduced by a portion of the amount of such fees, except as described in the applicable Governing Fund Documents. The Firm does not compensate any persons for client referrals. However, Reverence and its affiliates have entered into placement agent agreements whereby third-party placement agents may introduce investors to the Funds. Placement agents collect fees from the Funds, which will reduce the amount of capital available to the Funds for making investments, but an amount equal to the payments made by the Funds to such placement agents is a reduction item in the calculation of the management fees paid by such Funds. The practice of bearing such fees over time through offset provides a benefit to the Firm in that it generally results in prompt payment to the relevant placement agent without requiring the Firm immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant management fees.
Item 15. Custody
Custody Reverence has engaged an independent public accountant registered with, and regularly examined by, the Public Company Accounting Oversight Board to conduct annual audits of the Funds’ financial statements in accordance with U.S. Generally Accepted Accounting Principles. Each Fund’s audited financial statements are expected to be delivered to its investors within 120 days of the end of such Fund’s fiscal year.
Item 16. Investment discretion
Investment Discretion The management and control of each Fund is vested exclusively in the General Partner of such Fund, which, in turn, has delegated a portion of such discretionary authority to the Firm to manage the assets of such Fund. This investment discretion is limited by applicable law, the limitations prescribed in the Offering Materials of the Funds and the Governing Fund Documents, as well as by any other restrictions that the Firm may agree upon with any Fund or investors in any Fund.
Item 17. Voting client securities
Voting Client Securities In the event the Firm receives a proxy, the Firm’s policy is to exercise the proxy vote in the best interest of the Funds, taking into consideration all relevant factors, including without limitation, acting in a manner that the Firm believes will (i) maximize the economic benefits to the Funds and (ii) promote sound corporate governance by the issuer. On rare occasions, the Firm may be required to exercise a vote for a privately-held portfolio company, in which case the same principles shall apply. The Firm will seek to avoid material conflicts of interest between its own interests, on the one hand, and the interests of the Funds, on the other.
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The fiduciary duty the Firm owes to each Fund prohibits the adoption of a policy to enter default proxy votes in favor of board recommendations. However, as is typical in private equity, the Firm seeks and accepts the election of a Firm representative to serve on the board of directors of portfolio companies on behalf of its Funds and will typically, but not always, vote in favor of board recommendations. In situations where the Firm is required to vote the proxy for a company with respect to which Firm employees serve on the board of directors, the Firm has determined that this does not inherently present a conflict of interest, as the sole purpose of this representation is to maximize the return on the Funds’ investment in such company. Accordingly, while the Firm is generally, but not automatically, fully supportive of recommendations made by a portfolio company’s board of directors with respect to proxy votes related to that issuer, it will review all proxies and may or may not vote in favor of the board’s recommendation. All conflicts of interest will be resolved in the interests of the Funds after they are reviewed by the Firm’s General Counsel and Chief Compliance Officer and Managing Partner. In situations where the General Counsel and Chief Compliance Officer and the Managing Partner perceive a material conflict of interest, the vote under consideration and the perceived conflict of interest may be reviewed with the applicable Fund’s limited partner advisory committee, which will make a recommendation regarding the proxy vote. The Firm will also act in the best interest of its clients when voting arises with respect to consent rights relating to fixed-income securities, including but not limited to, plans of reorganization, waivers and consents under applicable indentures. The Firm will exercise its voting and/or consent rights in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of its clients.
Generally, the Firm’s clients cannot direct proxy votes. Issuers’ proxy voting materials are generally received directly by the Firm and are reviewed and considered by the applicable Fund’s investment professionals. The Firm’s General Counsel & Chief Compliance Officer is responsible for ensuring that proxies are voted and submitted in a timely manner, and that all books and records relating to proxy voting activities are retained in accordance with the
requirements of Rule 204-2(c)(2) under the Advisers Act. Investors may obtain a complete copy of the Firm’s proxy voting policies and procedures by contacting the Firm’s General Counsel & Chief Compliance Officer by electronic mail at thomas.marcotullio@reverencecapital.com and requesting such information. Each investor may also request in writing from the Firm’s General Counsel & Chief Compliance Officer information concerning the manner in which proxy votes have been cast on behalf of such investor’s Fund(s) during the prior annual period with respect to securities held by such Fund(s). Such information will be provided to the investor in writing within seven days.
Item 18. Financial information
Financial Information The Firm does not believe that it has any financial commitment that is reasonably likely to impair its ability to meet contractual commitments to its clients and has not been the subject of a bankruptcy petition at any time during the past ten years. The Firm does not require prepayment of fees six months or more in advance.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.