4.1. The Firm
For purposes of this brochure, the “Firm” means PNC TC, LLC, a Delaware limited
liability company. PNC TC, LLC is a wholly owned subsidiary of PNC Bank, National
Association (“PNC Bank”). PNC Bank is a wholly owned subsidiary of PNC Bancorp,
Inc. (“PNC Bancorp”), which in turn is a wholly owned subsidiary of The PNC Financial
Services Group, Inc. (“PNC Financial”), a public company. The Firm was founded and
registered as an investment adviser with the SEC in November 2014. As of December 31,
2023, the Firm had approximately $3.2 billion of assets under management, all on a
discretionary basis, subject to contractual terms in fund agreements with investors.
The Firm’s clients are comprised of privately offered investment funds that are held either
by one investor (i.e., single-investor funds) or by a group of investors (i.e., multi-investor
funds).
These funds are not “investment companies” under the Investment Company Act of 1940,
as amended (the “Investment Company Act”) and their securities will not be and are not
registered under the Securities Act of 1933, as amended (the “Securities Act”). Fund
interests are offered and sold only to “accredited investors” in private transactions exempt
from the registration requirements of the Securities Act. Fund investors must be “qualified
purchasers” for purposes of the Investment Company Act and are required to make the
necessary representations and warranties regarding such status through subscription or
similar agreements. Typical investors in LIHTC, HTC, Preservation and NMTC have
included, but are not limited to, banks and insurance companies.
The Firm provides investment advisory and management services to several types of funds,
including LIHTC Funds, Preservation Funds, HTC Funds and NMTC Funds (as defined
below, each a “Fund”, and collectively, the “Funds”). Generally, each Fund will make
investments solely in one asset class (LIHTC, Preservation, HTC or NMTC); provided,
certain Funds may in certain circumstances make investments in more than one asset class
as more specifically described in Section 4.2 below.
Certain employees of PNC Bank are associated persons of the Firm and are subject to the
Firm’s compliance manual and Code of Ethics, in addition to any other compliance policies
and procedures as adopted by the Firm.
Investments for each Fund are managed in accordance with the Fund’s particular
investment objectives, strategies and guidelines, as more specifically set forth in the limited
partnership agreement or limited liability company agreement of the applicable Fund (each,
a “Fund Agreement”) and, if the Fund is a multi-investor fund, a Private Placement
Memorandum (“PPM”), which is made available to prospective investors in the Fund only
through an authorized party. Investment restrictions for a Fund, if any, are generally
established in the Fund Agreement, PPM (if applicable), an investment advisory or
management agreement (“Investment Management Agreement”) and/or side letter
agreements negotiated with investors in the applicable Fund. Investments in a Fund are
made through the acquisition of either a limited partnership interest or limited liability
company membership interest (as applicable) pursuant to either a subscription agreement
or consent and capital contribution agreement, and in accordance with the limited
partnership agreement or operating agreement (as applicable) of the Fund. Investors may
also receive a tax opinion from tax counsel to the Fund. The aforementioned
documentation contains information that is not otherwise disclosed herein.
Each LIHTC, Preservation and HTC Fund, in turn, acquires interests in limited
partnerships, LLCs or similar pass-through entities (such entities being referred to as
“Operating Entities” collectively, or individually as a LIHTC Operating Entity, a
Preservation Operating Entity or an HTC Operating Entity, as the case may be), and each
NMTC Fund acquires lower tier investments holding one or more investments in CDEs.
In multi-investor Funds, the investments are tailored to the overall needs of the Fund; but
some investors may receive benefits (for example, as more fully described below, under
the Community Reinvestment Act) that are not received by other investors in such Fund.
For both multi- and single-investor funds, investment advice is provided directly from the
Firm to the Fund and/or the general partner, and not individually to investors in a Fund.
The specific rights and responsibilities of investors in a Fund are more fully set forth in the
Fund Agreement and other contracts and documentation relating to that particular Fund.
Investors in Funds should carefully review the rights and provisions contained in the
relevant documents.
4.2. The Funds
Although the investments and investment objectives of the Funds are varied, the Funds that
invest in a particular asset type are generally similarly structured. Each Fund is organized
by the Fund’s Managing Member as either a limited partnership or a limited liability
company (“LLC”). A special purpose entity that is an affiliate of the Firm serves as the
general partner, managing member or, in certain limited circumstances, the non-member
manager of each Fund (each, a “Fund Managing Member”). In the case of LIHTC,
Preservation and NMTC Funds, the Fund Managing Member is or will generally be a
wholly-owned subsidiary
of PNC Bank, and in the case of HTC Funds, the Fund Managing
Member is or will generally be a direct or indirect wholly-owned subsidiary of PNC
Financial or PNC Bank. An affiliate of the Firm (typically PNC Bank) is often a co-
investor.
Each Fund engages primarily in one of the following investment strategies: (1) indirect
investment in low income housing tax credits, pursued by the Low Income Housing Tax
Credit Funds (the “LIHTC Funds”); (2) indirect investment in multi-family residential
properties focused on the preservation of affordable housing, pursued by the preservation
funds (the “Preservation Funds”); (3) indirect investment in buildings that qualify for
historic rehabilitation tax credits, pursued by the Historic Tax Credit Funds (the “HTC
Funds”); and (4) the acquisition of qualified equity investments (“QEIs”) made in
Community Development Entities (“CDEs”) that have provided qualified debt financing
to borrowers which own, operate or lease community development projects that qualify for
new markets tax credits (the “NMTC Funds”).
LIHTC Funds invest in entities (“LIHTC Operating Entities”) that own multi-family
residential apartment complexes (each, a “LIHTC Property”) and receive an allocation of
tax credits pursuant to the U.S. Government’s Low-Income Housing Tax Credit Program
(“LIHTC Program”). A LIHTC Fund’s primary investment objectives are to: (1) obtain
LIHTCs, which qualified investors may use to reduce their federal income tax liabilities;
(2) obtain other tax benefits, including tax losses, which qualified investors may use to
reduce their taxable income for federal income tax purposes; and (3) preserve and protect
the LIHTC Fund’s capital.
Preservation Funds invest in entities (“Preservation Operating Entities”) that own
affordable housing developments (each a “Preservation Property”). “Affordable housing”
includes but is not limited to: (i) housing that is primarily for low and moderate income
(“LMI”) individuals; (ii) special needs housing for disabled or elderly LMI individuals;
and (iii) housing that qualifies, or has qualified, for federal low-income housing tax credits.
A Preservation Fund’s primary objectives are to (1) preserve the long-term availability of
existing affordable housing; (2) receive a financial return in the form of net cash flow from
Fund assets; and (3) receive appreciation from the eventual sale of Fund assets.
HTC Funds invest in entities (“HTC Operating Entities”) that own or lease properties (each
an “HTC Property”), typically through a lease pass-through structure, that qualify for
historic rehabilitation tax credits under the U.S. Government’s Historic Rehabilitation Tax
Incentives Program (“HTC Program”). In the lease pass-through structure, the owner of
an HTC Property is the landlord (“HTC Landlord Entity”) under the master lease, and the
HTC Operating Entity is the master tenant. The HTC Operating Entity typically owns a
minority limited partner or non-managing member interest in the HTC Landlord Entity.
An HTC Fund’s primary investment objectives are to: (1) obtain HTCs, which qualified
investors may use to reduce their federal income tax liabilities; (2) receive a financial return
in the form of net cash flow from Fund assets; and (3) preserve and protect the HTC Fund’s
capital.
NMTC Funds acquire interests in limited liability companies or other entities (each a
“lower tier investment”) that have made, or will make, one or more investments in CDEs.
Each CDE will have also previously made, or will make, new markets tax credit-qualified
loans or investments (each a “Qualified Low-Income Community Investment” or “QLICI”)
to one or more qualified businesses (each a “Qualified Active Low-Income Community
Business” or “QALICB”). In general, the CDEs will have been formed to support business
enterprises that create economic development opportunities in low-income areas in a
manner which will qualify under the Federal New Markets Tax Credit program (“NMTC
Program”). Each investor in each NMTC Fund is expected to receive its allocable share of
NMTC Fund cash flow, losses, new markets tax credits (hereinafter referred to as
“NMTC”) and any other related tax attributes associated with the NMTC Fund’s ownership
of each lower tier investment.
Indirect investments by LIHTC, Preservation and HTC Funds in, respectively, LIHTC
Properties, Preservation Properties and HTC Properties (collectively, “Investment
Properties”) are primarily investments in real estate assets. Investments by NMTC Funds
consist exclusively of lower tier investments which hold investments in CDEs which have
previously made or will make QLICIs, which may or may not be secured by a mortgage.
Certain risks associated with Fund investments are more fully described below.
In addition to the foregoing, if a Fund holds a public welfare investment in a geographic
area where an investor that is a bank or depository institution operates,
1 such investor may
be eligible to receive positive consideration towards its regulatory rating under the
Community Reinvestment Act (the “CRA”). Also, if a Fund holds an interest in a property
that is located in a qualified opportunity zone, an investor who invests capital gains in such
Fund may be eligible for certain other tax benefits through the federal opportunity zone
program (“Opportunity Zone Program”).