River Associates Investments (TN), LLC (a Tennessee limited liability company, organized in May
2001) and its relying adviser, River Associates Investments, L.P. (a Delaware Limited Partnership,
organized in 2016) (each individually a “Management Company” and collectively, “River
Associates”) provide investment advisory services to a limited number of privately offered
investment funds (the “Funds”).
River Associates Investments (TN), LLC (“Filing Advisory”) and River Associates Investments, LP
(“Relying Adviser”) have registered under an umbrella registration. The Relying Adviser is a
large advisory firm with regulatory assets under management of $100 million or more. The
Filing Adviser is a related adviser of the Relying Adviser. Each Management Company is majority
owned by their senior managers (the “Principals”) as described in River Associates Investments
(TN), LLC’s Form ADV Part 1A, available at www.adviserinfo.sec.gov. There are no persons who
own 25% or more of either Management Company.
The Funds currently include River Associates’ clients, River VI, LP, River VI Parallel, LP, River VII,
LP, and River VIII, LP. An affiliated entity of River Associates serves as general partner as detailed
in the table below. Further, the Funds have a special limited partner (“SLP”) that is predominantly
owned by the Principals and certain employees of River Associates. The SLP is entitled to receive
an allocation of capital gain (“Carried Interest”) as described in Item 6.
Fund General Partner Special
Limited
Partner (SLP)
Management
Company
River VI, L.P. River Associates VI, LLC SFVICI, LLC River Associates
Investments (TN),
LLC
River VI Parallel, L.P. River Associates VI, LLC SFVICI, LLC River Associates
Investments (TN),
LLC
River VII, L.P. River Associates VII, LLC Santa Fe
Holding VII,
L.P.
River Associates
Investments, L.P.
River VIII, L.P. River Associates VIII,
LLC
Santa Fe
Holding VIII,
L.P.
River Associates
Investments, L.P.
The Funds generally invest in a portfolio of private equity investments in lower-middle-market
operating companies (“Portfolio Companies”) based in the U.S. and Canada. Investors (each a
“Limited Partner”) in each Fund generally participate in the entire portfolio of investments for
each Fund, with limited options to not participate in certain investments due to specific
circumstances as further described in each Funds’ LPA.
River Associates’ advisory services are described in the applicable Private Placement
Memorandum (“PPM”) and Limited Partnership Agreement and ancillary documents to that
Agreement (collectively, the “LPA”) for each Fund. Additionally, River Associates or the Funds
may enter into letter agreements with specific Limited Partners of the Funds (“Side Letters”)
whereby such Limited Partners may receive specific rights, benefits, or privileges that may not
be available to other Limited Partners. Such agreements will be disclosed only to those actual or
potential Limited Partners in the Funds that have separately negotiated with the applicable
general partner for the right to review such agreements.
River Associates’ investment advisory services to the Funds generally consist of sourcing and
evaluating relevant investment opportunities, negotiating the terms of investments, monitoring,
managing, and controlling the investments through the Principals’ roles as directors of each
Portfolio Company, and overseeing the disposition of investments, including management of any
post-disposition issues.
As of December 31, 2023, River Associates managed approximately $$775,451,000 in assets on
a discretionary basis. River Associates does not currently manage any clients’ assets on a non-
discretionary basis.
Note that all descriptions of the Funds in this brochure, including their fee structures, investment
strategies, and other terms are qualified in their entirety by reference to each Fund’s respective
PPM and LPA.