Item 4 Advisory Business
RCP Advisors, LLC (“RCP” or the “firm”), a Delaware limited liability company, is an investment
adviser registered with the Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”). RCP was founded in 2001 and is headquartered in
Chicago. RCP is wholly owned by CLIA Management, LLC.
RCP is affiliated and shares common officers and directors with RCP Advisors 2, LLC (“RCP 2”)
and RCP Advisors 3, LLC (“RCP 3”), which are separately registered as investment advisers with
the SEC, and their respective relying advisers. The senior management of RCP also serves as
senior management of RCP 2 and RCP 3 and is responsible for each firm’s day-to-day operations.
Although RCP 2 and RCP 3 are under different ownership than RCP, the three investment advisers
generally operate together, with RCP 3 generally providing the employees and day-to-day
investment management services.
Through the P10, Inc. (“P10”) ownership structure (RCP 2 and RCP 3 each operate as indirect
majority-owned1 subsidiaries of P10 (NYSE: PX)), RCP is affiliated with a number of investment
advisers, each independently operated by a distinct management team and separately registered as
an investment adviser with the SEC. Additional information regarding these relationships is set
forth in Item 10 herein.
RCP provides investment advisory services to private equity funds-of-funds and funds that invest,
either directly or indirectly through special purpose vehicles, in companies alongside unaffiliated
private equity sponsors (collectively, the “RCP Fund(s)”). RCP serves as investment manager for
the RCP Funds formed prior to 2011 and has delegated investment responsibilities to RCP 3 as
sub-adviser. It is not anticipated that RCP will advise any newly formed RCP Funds or accept
additional advisory clients. Furthermore, the investment periods of all of the RCP Funds have
expired and some RCP Funds have wound down. For funds formed after 2015, either RCP 2 or
RCP 3 serves as investment manager.
As used herein, the term “clients” refers to the RCP Funds, unless the context requires otherwise.
The RCP Funds are primarily focused on the lower middle market buyout segment of the private
equity market. The RCP Funds fall into three categories (and RCP’s investment advisory services
are limited to these three categories) described below and in Item 8, “Methods of Analysis,
Investment Strategies and Risk of Loss.”
• Primary Funds – funds offering pooled investment opportunities in unaffiliated
underlying private equity funds (“underlying funds”);
• Secondary Fund – fund offering pooled investment opportunities in unaffiliated
underlying funds primarily through secondary market purchases of interests in
underlying funds; and
1 Certain WTI (defined below) persons own a small minority interest of less than five percent in an intermediate
subsidiary of P10.
• Direct Fund – fund offering pooled investment
opportunities in direct private
equity investments (or indirectly through special purpose vehicles), which are made
alongside unaffiliated private equity sponsors leading such investments.
RCP’s advisory services generally include the identification, evaluation and selection of
investment opportunities; performance of due diligence in connection with such potential
investments; negotiation of investment terms; and monitoring the performance of each client’s
portfolio. RCP manages the RCP Funds on a discretionary basis, in accordance with the terms of
each client’s governing documents or advisory agreement. Because RCP provides advisory
services to the RCP Funds, such services are generally not tailored to the needs of individual
investors. Investors in the RCP Funds participate in the overall investment program for the
applicable fund and are generally not permitted to impose restrictions on investing in certain
securities or types of securities, but may be excused from a particular investment due to legal, tax,
regulatory or other applicable constraints, as described in the applicable governing documents. See
Item 8, “Methods of Analysis, Investment Strategies and Risk of Loss—Side Letters.”
The RCP Funds are U.S. domiciled limited partnerships. Non-U.S. investors and U.S. tax exempt
investors may elect to invest in certain of the RCP Funds through feeder vehicles, which are
typically structured as Cayman Islands exempted companies (collectively, the “Feeder Funds”).
The Feeder Funds invest exclusively in RCP’s U.S. domiciled limited partnerships. While RCP
serves as investment manager of the RCP Funds, each RCP Fund generally has a distinct general
partner that is responsible for the daily operations of such RCP Fund, excluding the selection of
such RCP Fund’s investments. The general partner for each RCP Fund is an affiliate of RCP.
Interests in the RCP Funds are offered on a private placement basis. The interests are not registered
under the Securities Act of 1933, as amended (the “Securities Act”) or under state securities laws,
and rely on exemptions contained in the Securities Act and in state securities laws for transactions
not involving a public offering. The RCP Funds are also exempt from registration under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). Prior to investing
in an RCP Fund, including any Feeder Fund, each investor must complete a subscription agreement
and investor eligibility questionnaire.
As of December 31, 2023, RCP managed approximately $233,985,814 in client assets, all on a
discretionary basis. This amount represents the firm’s regulatory assets under management
(“RAUM”) and was calculated using the sum of (i) the estimated value for such assets plus (ii) the
amount of remaining unfunded commitments with respect thereto. All RAUM reported in this
brochure are unaudited, good faith estimates subject to change without notice.