Levine Leichtman Capital Partners, LLC (“LLCP”), a California limited liability company and a registered investment adviser, and its affiliated investment advisers provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere and to managed accounts.1 LLCP is the successor to Levine Leichtman Capital Partners, Inc., which commenced operations in 1984. LLCP’s clients include the following:
Structured Equity Funds:

• Levine Leichtman Capital Partners II, L.P. (“LLCP II Fund”)
• Levine Leichtman Capital Partners III, L.P. (“LLCP III”) and its parallel investment vehicle2 (collectively, “LLCP III Funds”)
• Levine Leichtman Capital Partners IV, L.P. (“LLCP IV”) and its parallel investment vehicle3 (collectively, “LLCP IV Funds”)
• Levine Leichtman Capital Partners V, L.P. (“LLCP V”) and its parallel and alternative investment vehicles4 (collectively, “LLCP V Funds”)
• Levine Leichtman Capital Partners VI, L.P. (“LLCP VI”) and its parallel and alternative investment vehicles and feeder vehicle5 (collectively, “LLCP VI Funds”, and together with the LLCP II Fund, the LLCP III Funds, the LLCP IV Funds and the LLCP V Funds, the “Structured Equity Series Funds”)
• Levine Leichtman Small Business Fund, L.P. (“Small Business Fund”)
• Levine Leichtman Capital Partners California Growth Fund, L.P. (“CA Growth
Fund”)
1 Solely for purposes of this Brochure, references to a “Fund” or “Funds” shall include any client of LLCP or its affiliated investment advisers, (including, where context requires, a managed account), but shall not include, unless context requires, a sub-managed account. 2 LLCP III’s parallel investment vehicle is Levine Leichtman Capital Partners III-Amicus Fund, L.P. 3 LLCP IV’s parallel investment vehicle is Levine Leichtman Capital Partners IV-Amicus Fund, L.P. 4 LLCP V’s parallel and alternative investment vehicles are Levine Leichtman Capital Partners V Amicus Fund, L.P., Levine Leichtman Capital Partners V International Fund, L.P., Levine Leichtman Capital Partners V AIV, L.P. and Levine Leichtman Capital Partners V Amicus Fund AIV, L.P. 5 LLCP VI’s parallel and alternative investment vehicles are Levine Leichtman Capital Partners VI Amicus Fund, L.P., Levine Leichtman Capital Partners VI-A, L.P., Levine Leichtman Capital Partners VI AIV, L.P., Levine Leichtman Capital Partners VI Amicus Fund AIV, L.P. and Levine Leichtman Capital Partners VI-A AIV, L.P. LLCP VI’s feeder vehicle is LLCP VI-A LR Partnership, L.P., which is a feeder fund for Levine Leichtman Capital Partners VI-A, L.P.
• Levine Leichtman Capital Partners Europe, L.P. (“Europe Fund”)
• LLCP Lower Middle Market Fund, L.P. (“LMM”) and its parallel investment vehicle6 (collectively, “LMM Funds”)
• Levine Leichtman Capital Partners Europe II SCSp (“Europe II Fund”)
Private Capital Solutions Funds:

• Levine Leichtman Capital Partners Private Capital Solutions, L.P. and its parallel investment vehicle7 (collectively, “LLCP PCS Funds”)
Co-Invest Funds:

• LLCP Co-Investment Fund, L.P. (“LLCP Co-Invest”) and its parallel and alternative investment vehicles8 (collectively, “Co-Invest Fund”)9
Other Funds:

• LLCP-A Investment Partnership, L.P. and its related entities The following general partner and/or adviser entities are affiliated with LLCP:
Structured Equity Fund Advisers:

• LLCP California Equity Partners II, L.P.
• LLCP Partners III, LLC
• LLCP Partners IV GP, LLC
• LLCP Partners V GP, LLC
• LLCP Partners VI GP, L.P.
• LLCP Small Business GP, LLC
• LLCP California Growth GP, LLC
• LLCP Europe GP, L.P. 6 LMM’s parallel investment vehicle is LMM Parallel Fund, L.P. 7 LLCP PCS’s parallel investment vehicle is Private Capital Solutions Parallel Fund, L.L.C. 8 LLCP Co-Invest’s parallel and alternative investment vehicles are LLCP Co-Investment Parallel Fund, L.P., LLCP Co-Investment Fund AIV, L.P. and LLCP Co-Investment Parallel Fund AIV, L.P. 9 LLCP VI-A LR Partnership, L.P. also includes a co-investment component. See footnote 5.
• LLCP LMM GP, LLC
• LLCP Partners Europe II GP, S.à r.l.
• LLCP Partners Europe II GP, L.P.
Private Capital Solutions Fund Advisers

• LLCP PCS GP, LLC
Co-Invest Fund Adviser

• LLCP Co-Investment GP, L.P. Other Fund Adviser
• LLCP-A GP, LLC

Except where specified, references to an “Adviser” in this Brochure refer to any of the general partner and/or adviser entities described above, and references to the “Firm” collectively refer to all Advisers, together with LLCP, and their affiliated entities. Each Adviser is subject to the Advisers Act pursuant to LLCP’s registration in accordance with SEC guidance.10 This Brochure also describes the business practices of each of the Advisers, which operate as a single advisory business together with LLCP. The Funds are private equity and/or debt funds and principally invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” The Firm’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Investments are made predominantly in non-public companies, although investments in public companies are permitted. From time to time, where such investments consist of portfolio companies, the senior principals or other personnel of LLCP or its affiliates generally serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies in which the Funds have invested. The Firm’s advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), investment management agreements, limited partnership or other operating agreements or governing documents (each a “partnership agreement” and, together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies 10 The Advisers are also affiliated with Levine Leichtman Strategic Capital, LLC (“LLSC”), which is separately registered with the SEC under the Advisers Act, and more information regarding LLSC can be found on its Form ADV Part 2A. and Risk of Loss.” Investors in Funds participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant partnership agreement; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between LLCP and any investor. The Funds or their respective general partners have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant partnership agreement with respect to such investors. Certain Funds, such as the Co-Invest Fund, are structured to facilitate investments by co-investors alongside certain other Funds. From time to time, the Firm will identify a particular investment opportunity that is most suitable for a client (including the Funds), but the size of which exceeds the client’s desired amount in view of the client’s stated investment objectives and strategy, operating documents and agreements, investment and operating guidelines, diversification and concentration limitations (including the potential for follow-on investments), portfolio construction considerations, tax and regulatory considerations, minimum dollar limitations, risk considerations, leverage availability, liquidity constraints and other relevant factors (“Allocation Factors”). In such cases, the Firm expects to offer an allocation of the investment opportunity to strategic partners, committed or agreed co-invest funds, or vehicles or other accounts managed or sub-managed by the Firm, including accounts sub-managed by LLSC. Such allocation shall be determined by the Firm in order to facilitate certainty of and timely execution (including potential requirements for follow- on investment and/or capacity for additional funding in the underlying investments) by the client and to meet other objectives benefiting the client or determined appropriate by the Firm and shall take into account the Allocation Factors and all other relevant factors for such vehicle or account. The Firm further has the authority, in its sole discretion, to offer an allocation of the investment opportunity (a “Syndicated Co-Investment”) to (a) existing limited partners of its clients taking into account applicable agreements, conflicts and the Allocation Factors; or (b) other co-investors selected by the Firm, including lenders and other strategic or other parties selected on a case-by-case basis and taking into account a wide range of factors. The Firm reserves the right also to organize one or more co-investment funds to invest in clients or to co- invest alongside clients to facilitate personal investments by such persons or firms and by partners, officers and employees and their related parties and associates of the Firm or of control entities. The Firm expects that it will, from time to time, charge a management fee to or receive carried interest from such co-investment funds, vehicles and accounts. As of December 31, 2019, the Firm (excluding amounts managed by LLSC) managed $6,881,880,912 in client assets on a discretionary basis. LLCP is controlled by Arthur E. Levine and Lauren B. Leichtman. please register to get more info

In general, the Firm receives management fees and carried interest in connection with advisory services. LLCP or other Firm entities or affiliates receive additional compensation in connection with management and other services performed for portfolio companies of Funds and such additional compensation will offset in whole or in part the management fees otherwise payable to the Firm in accordance with the relevant Governing Documents. Investors in the Funds also bear certain fund expenses. The specifics of each fee arrangement are negotiated for each Fund and are fully described in the limited partnership agreement related to the specific Fund.
Management Fees
Each of the Funds (other than the Europe Fund) pays LLCP, on a semi-annual basis or quarterly in advance, depending upon the Fund, a management fee (the “Management Fee”) of up to 2.1% on an annual basis of aggregate Fund investor capital commitments (subject to any waiver of fees for affiliated partners set forth in the applicable Governing Documents) (“Commitments”) or, in certain cases, invested capital. After the active investment period expires (or upon the occurrence of certain other events set forth in such Fund’s partnership agreement), a Fund’s Management Fee is typically reduced to an agreed upon percentage (set forth in the applicable partnership agreement) of funded Commitments in respect of investments that have not been disposed of or written off (or, in the case of the Small Business Fund, a percentage of the excess of the cost of loans and investments that remain as ongoing concerns over the capital contributions used to make such loans and investments). Although the Europe Fund is not charged a Management Fee on Commitments or invested capital, unlike the other Funds, the Europe Fund will bear management costs through reimbursement out of its profits of any allocated overhead expenses that LLCP or its general partner incurred (including salaries, rent, and other expenses incurred in maintaining LLCP’s place of business), as further detailed in such Fund’s partnership agreement. Other Management Fee Information Installments of the applicable management fee for any Fund for any period other than a full semi-annual or quarterly period, as applicable, are adjusted on a pro rata basis based on the actual number of days during the period. The portfolio companies in which a Fund invests often pay directors’ fees, transaction fees, investment banking fees, advisory fees, monitoring fees, break-up fees and other similar fees (“Transaction and Monitoring Fees”) to the Firm or any of its officers or employees. As required under the Fund’s Governing Documents, any such Transaction and Monitoring Fees received by the Firm’s employees are required to be immediately remitted to the Firm. The Management Fee of the Funds will be reduced by an amount ranging from 50% to 100% of the Transaction and Monitoring Fees, net of unreimbursed expenses in connection with consummated and unconsummated investments and adjusted for any non-fee paying investors, in each case as specified in the Governing Documents of the Fund. To the extent that such a reduction would reduce the Management Fee for a given period below zero, the credit will be carried forward for future application against payable Management Fees and if a credit remains upon liquidation, if specified in a Fund’s partnership agreement, such credit will be apportioned to limited partners choosing to receive such amounts. If Transaction and Monitoring Fees are paid by a portfolio company in which there are co-investors, a portion of such fees will in certain cases be deemed to be on the account of, and then would typically be paid to, such co-investors, and the portion of such fees related to such co-investors, which have the potential to be significant, typically would not reduce the Management Fee payable by any Fund(s) (other than a co-invest fund) that also invested in such investment. In such event a Fund would only benefit with respect to its allocable portion of any such fee.
Carried Interest
Each Fund general partner will receive a carried interest with respect to the relevant Fund of up to 20% of all realized profits, subject to the preferred return specified in the relevant partnership agreement. The carried interest distributed to a Fund’s general partner is subject to a potential giveback if the conditions set forth in the relevant partnership agreement are met. It is expected that any future Funds will have a similar fee structure.
Other Information
The Funds generally invest on a long-term basis. Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described in the applicable partnership agreement of the Funds, over the term of the relevant Fund and investors generally are not permitted to withdraw or redeem interests in the Funds. Principals or other current or former employees of the Firm generally receive salaries and other compensation derived from, and in certain cases including a portion of, the Management Fee, carried interest or other compensation received by the Firm or its affiliates. In addition to the Management Fee and carried interest, each Fund bears certain expenses. As set forth in, and subject to any restrictions in, the applicable Governing Document, each Fund will pay the costs, expenses and liabilities associated with its organization and operations, including, without limitation those attributable to some or all of the following: (i) activities with respect to (A) structuring, organizing, negotiating, consummating, financing, refinancing, diligencing (including any subscriptions to periodicals or databases), acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of, as applicable, the Fund’s actual and potential investments (including follow-on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other fees and expenses payable to attorneys, accountants, tax professionals, investment bankers, lenders, third party diligence software and service providers, consultants and similar professionals in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors), whether or not any contemplated transaction or project is consummated and whether or not such activities are successful and (B) developing, structuring, operating and winding up administrative structures in non-U.S. countries that are put in place to operate or substantiate the Fund’s investment activities (including any travel expenses related to such structures or otherwise incurred in connection with attending board meetings related to such structures); (ii) indebtedness of, or guarantees made by, such Fund, or by the Adviser or general partner on behalf of such Fund (including any credit facility, letter of credit or similar credit support), including repayment of principal and interest with respect thereto or of seeking to put in place any such indebtedness or guarantee; (iii) broker, dealer, finder, underwriting (including, without limitation, both commissions and discounts), loan administration, private placement fees, sales commissions, investment banker, finder and similar services; (iv) brokerage, sale, custodial, depository (including costs and expenses relating to the appointment or change of any depositary or representative and paying agent (pursuant to the AIFMD or similar regulations), trustee, record keeping, account and similar services; (v) legal, accounting, research, auditing, administration (including fees and expenses associated with anti-money laundering and “know your customer” compliance obligations (including if outsourced), such Fund’s third-party administrator and administration, tracking or reporting software, if any), information, appraisal, advisory, valuation (including third-party valuations, appraisals or pricing services), consulting (including consultants performing investment initiatives and other similar consultants), tax and other professional services; (vi) reverse breakup, termination and other similar fees; (vii) financing, commitment, origination and similar fees and expenses; (viii) to the extent permitted by applicable law, directors and officers liability, errors and omissions liability and general partnership liability premiums and other insurance and regulatory expenses, including any costs and expenses related to any retention or deductibles; (ix) filing, title, transfer, registration and other similar fees and expenses; (x) printing, communications, marketing and publicity; (xi) the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedule K-1s (or equivalent), other communications with Fund investors, or any other Fund- related or investment-related administrative, compliance or regulatory filings or reports (including Form PF and any filings, reports or other compliance contemplated by any non-U.S. securities laws or any similar law, rule or regulation (including, for the avoidance of doubt, any disclosure and transparency and/or portfolio company requirements thereunder)), or other information, including fees and costs of any third-party service providers (including, for the avoidance of doubt, non-U.S. distribution agents) and professionals related to the foregoing; (xii) compliance with any law, intergovernmental agreement or other legal or administrative requirement relating to the reporting of foreign assets to applicable taxing authorities and any fees, costs and expenses of any third-party service providers and professionals related to the foregoing; (xiii) any activities with respect to protecting the confidential or non-public nature of any information or data regarding the Fund or its partners (including any costs and expenses incurred in connection with privacy or data protection laws or FOIA); (xiv) activities or proceedings of the Advisory Committee (including any reasonable out-of-pocket costs and expenses incurred by general partners, members and permitted observers in attending or otherwise participating in such meetings); (xv) indemnification obligations (including advancing fees, costs and expenses incurred by any covered person in defense or settlement of any claim that may be subject to a right of indemnification) as permitted under the applicable partnership agreement; (xvi) actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs and expenses of any discovery related thereto and any judgment, other award or settlement entered into in connection therewith; (xvii) any taxes, fees and other governmental charges levied against a Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of such Fund (except to the extent reimbursed or treated as a distribution to the partners of such Fund); (xviii) annual meeting costs; (xix) the formation, activities, business, portfolio companies or actual or potential investments of any alternative investment structure established by the Adviser to facilitate the investment by some or all of the partners in such Fund (to the extent such expenses would have been expenses of the Fund had such investment been done through such Fund) and any expenses incurred in connection with the formation, management, operation, termination winding-up, liquidation and dissolution of any feeder vehicles to the extent not paid by the investors investing in such entities, and any other costs and expenses related to any structuring or restructuring of the Fund or any related fund; (xx) the winding-up, liquidation or termination of the Fund; (xxi) defaults by Fund partners in the payment of any capital contributions; (xxii) amendments to, and waivers, consents or approvals pursuant to, the constituent documents of such Fund, its parallel Funds, or alternative investment vehicles; (xxiii) (A) complying with any law, regulation or policy related to the activities of such Fund or its investments (including any legal fees and expenses related thereto and any regulatory expenses of the Adviser incurred in connection with the operation of such Fund or its investments) and/or (B) any litigation or governmental inquiry, investigation or proceeding involving the Fund, including any costs and expenses of discovery related thereto and the amount of any judgments, settlements or fines paid in connection therewith, but subject to the limitations described in the applicable partnership agreement; (xxiv) unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer of Fund interests; (xxv) distributions to such Fund’s partners and other expenses associated with the acquisition, holding and disposition of such Fund’s investments, including extraordinary expenses; (xxvi) any travel, meals or entertainment relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities; (xxvii) compliance or regulatory matters related to such Fund; (xxviii) any third-party experts, including independent appraisers engaged by the Adviser in connection with the Fund considering, making or holding an investment in the same entity as one or more investment vehicles (other than the Fund) managed or controlled by the Firm and (xxix) any other fees, costs, expenses, liabilities, or obligations approved by the advisory committee of such Fund. LLCP’s expense policy provides that to the extent private air travel is used in connection with the operations of a Fund, such Fund will be charged only for the cost of first class commercial airfare. The Funds also bear expenses indirectly to the extent a portfolio company pays expenses, including expenses of LLCP and/or its affiliates. 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 (including, for example, expenses associated with negotiating confidentiality agreements, engagement letters, release letters and other arrangements necessary or advisable to develop or enhance LLCP’s business and prospects with potential or existing investment opportunities and/or service providers), which generally are expected to be significant. In certain cases, these or similar expenses (and/or Transaction and Monitoring 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. Each Fund other than the Europe Fund (which does not charge a Management Fee) will not, however, bear the costs and expenses of LLCP or the Fund’s Adviser in connection with their normal operating overhead (such as salaries, rent and other expenses incurred in maintaining LLCP’s place of business). As is typical for private equity funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. To the extent brokerage fees are incurred, they will be incurred in accordance with the practices set forth in “Brokerage Practices.” In certain cases, multiple Funds and other investment vehicles will benefit from expenses incurred by an Adviser or Fund. Such expenses will be allocated among such Funds and other investment vehicles consistent with the Governing Documents of such Funds and investment vehicles. In the event that the Governing Documents do not outline a procedure for allocation of a particular expense, the Firm will determine the allocation of such expense in a manner it believes to be fair and equitable under the circumstances over time. Generally speaking, but without limiting the foregoing, such expenses will be allocated pro rata among investment vehicles participating or proposing to participate in the related transaction or in another manner determined by the Adviser to be fair and equitable under the circumstances. In circumstances where a proposed transaction is terminated prior to the determination by the Firm of the allocation of such transaction among investment vehicles, consistent with its fiduciary obligations, the Firm will determine if it is more likely than not, based on the facts known at such time, whether a co-investment opportunity in the related transaction would have been offered to a committed or agreed co-investment fund, vehicle or account managed or sub-managed by the Firm (including other Funds) had the transaction moved forward. Subject to applicable legal, contractual or other obligations, if it is determined that such transaction would have been offered to such committed or agreed co- investment fund, vehicle or account then expenses incurred prior to the termination of the opportunity shall be allocated to such entities in accordance with LLCP’s expense allocation policy, which allocates a percentage of expenses based upon historical practice, the size of the funds, vehicles, or managed or sub-managed accounts involved and other Allocation Factors. Expense allocations to the various entities typically range from 5% to 40%. An Adviser generally is authorized to permit Syndicated Co-Investment in portfolio companies alongside one or more Funds by certain limited partners and other third parties. Any such co-investment vehicle generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a Syndicated Co-Investment was planned, including a transaction for which a Syndicated Co-Investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of the Adviser, ultimately is not consummated, subject to applicable legal, contractual or other obligations, all fees and expenses relating to such proposed transaction will be borne by the Fund(s) and any applicable committed or agreed co-investment fund, vehicle or account managed or sub-managed by the Firm that would more likely than not have participated in such transaction, and not by any potential Syndicated Co-Investors that were to have participated in such transaction. Where necessary or appropriate, the applicable Adviser will consult the relevant limited partner committee to approve any conflict caused by the proposed allocation of expenses. please register to get more info

As described under “Fees and Compensation,” the Firm receives carried interest allocations on certain realized profits in each of the Funds. LLCP does not currently advise Funds not subject to a carried interest, although it waives carried interest with respect to certain affiliated partners. Additionally, to the extent that the Firm has Funds with varying carried interest terms and/or Firm personnel are assigned varying percentages of carried interest from the Funds, the Firm and such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for Funds from which they are entitled to receive a higher carried interest percentage. The Firm seeks to address the potential for conflicts of interest in these matters with allocation policies that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s investment guidelines and Governing Documents, as well as other factors that do not include the amount of performance-based compensation received by the Firm or any Firm personnel. The existence of performance-based compensation has the potential to create an incentive for an Adviser to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although LLCP generally considers performance-based compensation to better align its interests with those of its investors. please register to get more info

LLCP provides investment advice to its Fund clients, and references throughout this Brochure to “clients” and to LLCP’s related duties to and practices on behalf of its clients and/or investors should be construed accordingly. The Funds generally include investment partnerships or other investment entities formed under domestic or foreign laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended. The investors participating in the Funds generally include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities and from time to time include, directly or indirectly, principals or other employees of LLCP and its affiliates and members of their families or other service providers retained by an Adviser. The relevant Adviser also generally is permitted from time to time to establish Funds that are alternative investment vehicles in order to permit certain investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Fund. Certain of the Funds generally have a minimum investment amount for third-party investors that is specified in the applicable partnership agreement. Such minimum investment amount is generally permitted to be waived by the applicable Adviser. In most circumstances, investors in the Funds must meet certain suitability and net worth qualifications prior to making an investment. Generally, investors must be “accredited investors” as defined under Regulation D of the Securities Act of 1933, and either (i) “qualified purchasers” or “knowledgeable employees” as defined under the Investment Company Act of 1940, as amended or (ii) “qualified clients” as that term is defined under Rule 205-3 of the Investment Advisers Act of 1940, as amended. please register to get more info

General The significant investment strategies and investment process utilized by the Firm on behalf of each Fund are set forth below. No new platform investments are being made by the LLCP II Fund, LLCP III Funds, LLCP IV Funds, LLCP V Funds, CA Growth Fund, Small Business Fund, LLCP PCS Funds, Co-Invest Fund and Europe Fund, though the LLCP IV Funds, LLCP V Funds, Small Business Fund, LLCP PCS Funds, Co-Invest Fund and Europe Fund may make add-on and/or follow-on investments intended to support and/or maximize value with respect to existing investments. Descriptions of the Firm’s activities with respect to such Funds should be read to refer to the applicable Adviser’s activities undertaken during the active investment period for such Fund, or, to the extent applicable, with respect to follow-on investments. Investments in the Funds are not guaranteed. The instruments in which the Funds invest may lose value. An investment in a Fund involves a risk of loss that an investor in such Fund should be prepared to bear.
Investment and Operating Strategy
The principal components of the Firm’s investment strategy with respect to the Firm’s active Funds include: Focus on Small and/or Middle-Market Companies
• the Structured Equity Series Funds making new investments primarily target investments in entrepreneurially-led middle-market companies (as specified in the applicable Governing Documents) primarily located in the United States, a rapidly growing marketplace where the Firm has an established presence.
• The LMM Funds, which are the successor to the Small Business Fund, target investments in lower middle-market and small-cap companies primarily located in the United States, with annual revenues of less than $50 million at the time of investment.
• The Europe Fund targets investments in entrepreneurially-led middle-market companies primarily located in Western Europe (excluding the UK), with revenues of approximately €10 million to €250 million.
• The Europe II Fund targets investments in middle-market companies primarily located in Western Europe, with revenues of approximately €25 million to €250 million.
• The Private Capital Solutions Funds target investments in value oriented slower growth companies in the lower end of the U.S. middle market. Investment in Established and Growing Small and/or Middle-Market Companies Each Fund targets structured equity or debt investments with experienced and successful entrepreneurs and management teams that seek meaningful equity ownership in their companies. The Funds typically make investments with entrepreneurs and management teams who are interested in maintaining, or increasing, their equity ownership in their businesses or who are looking for a renewed opportunity to deleverage and create equity value with an experienced middle-market private equity sponsor. LLCP considers a strong, experienced and committed management team to be a critical factor for a successful investment. LLCP seeks high-caliber teams with a vision and passion for their businesses and seeks to structure its investments such that operating management teams retain or increase their equity ownership, which differs from the approach of traditional leveraged buyout firms who often replace management teams with their own operating partners. Utilize a Structured Investment Approach Many management teams want to retain the maximum amount of equity ownership when raising new investment capital for their businesses. LLCP has developed a tailored, highly flexible structured investment approach to meet the investment needs of these entrepreneurs. This approach involves using a combination of securities such as senior and subordinated notes and common stock. This approach seeks to provide the applicable Fund with current income, structural protection and meaningful capital appreciation. Managers who are seeking less dilutive forms of capital than traditional buyout equity often find such an approach compelling. These managers typically can maintain significant, and sometimes increase their, equity ownership while partnering with LLCP as their financial sponsor. LLCP attempts to structure Fund investments to align the interests of the applicable Fund and operating management through (i) understanding and supporting management’s overall strategic vision and objectives and (ii) ensuring that management shares meaningfully in the future equity value of the company. Provide Value-Added Expertise LLCP seeks to be integrally involved with each Fund portfolio company from the initial investment through full realization of the Fund’s invested capital. The Firm seeks to add value during an investment’s holding period by offering management teams sophisticated financial and strategic advice, while respecting their operating autonomy. During the due diligence process, LLCP expects to identify and define the critical success factors that drive the performance of each of a Fund’s portfolio companies. Once an investment is made, LLCP seeks to actively monitor these critical success factors, which allows for the early detection and addressing of problems. LLCP generally receives daily or weekly reports containing operating and financial metrics and meets monthly with senior management of its portfolio companies, in an operating committee environment, to discuss the companies’ strategic, financial and operating performance. LLCP often contributes to the success of its portfolio companies and assists senior management in the following areas: (i) strategic direction and planning, (ii) introductions to acquisition opportunities and new business contacts, (iii) revenue growth initiatives, operating improvements and supply chain management, (iv) follow-on growth and acquisition capital and (v) capital market strategies and execution.
Types of Investments
The Funds invest in portfolio companies which require financing primarily for one of the following purposes: (i) growth and expansion; (ii) acquisitions; (iii) corporate divestitures and (iv) recapitalizations. Growth and Expansion Investments. Established companies need capital to take advantage of market opportunities. Many companies experience rapid growth and require significant capital to accomplish their objectives. Historically, managers of established companies have turned to (i) the high yield debt and public equity markets, (ii) middle-market CLOs and hedge funds and (iii) privately placed debt and equity to meet their capital requirements. Many of these traditional capital sources are reluctant to provide capital to middle-market companies. LLCP has substantial experience in providing companies with growth and expansion capital. By providing capital structures that are less dilutive than common equity, LLCP expects to be able to address the primary concerns of companies and their management teams. Merger and Acquisition Investments. LLCP has significant experience partnering with successful management teams and helping them build their businesses through mergers and acquisitions, often initially assisting with sourcing potential acquisitions, providing guidance on pricing and terms and securing capital to close. LLCP often works with operating management teams to develop the business plans for the combined companies’ post-investment activities and provide advice and capital to complete their growth plans. In order to facilitate an acquisition, a Structured Equity Fund often provides investment capital and assists a portfolio company in negotiating the credit facilities necessary to complete the transaction. Corporate Divestitures. LLCP has invested with management teams in connection with the divestiture of non-core subsidiaries of larger companies, where operating management teams typically have no equity ownership pre-transaction. The complementary operating and financial experience of LLCP’s investment professionals has allowed the Firm to target these opportunities. Recapitalizations. LLCP’s reputation as a partner to entrepreneurs and management teams often provides the Firm with investment opportunities that involve debt and equity recapitalizations. Fund capital is often used to recapitalize the debt and/or equity portion of a company’s balance sheet in businesses that have more stable and consistent revenues but are in need of deleveraging or an equity restructuring. In these situations, the company may be facing senior loan covenant defaults or short term liquidity issues, or an existing private equity investor desiring to sell down its equity interest in the company, and such transactions often involve cashing out passive equity investors and resulting in LLCP and management teams having significant equity ownership.
Investment Process
LLCP seeks to achieve consistent discipline to make thorough, informed decisions throughout all phases of the investment process including transaction screening, analysis, structuring, monitoring and exiting. Screening Investments. LLCP has developed specific, detailed criteria that are used to screen potential investment opportunities for each Fund. Each Fund’s general partner typically requires that an investment meets a majority of these initial requirements prior to committing time or capital to pursue an opportunity:
• Middle-market companies with leading industry positions;
• Experienced management team with meaningful equity ownership;
• Predictable revenues;
• A diversified customer base;
• Strong consistent cash flow;
• Pro-forma capitalization adequate to meet fixed obligations and growth requirements;
• EBITDA margins in excess of 25%;
• Free cash flow conversion in excess of 80%;
• Very low correlation to economic cycles; and
• High equity growth potential for the Structured Equity Funds. Analyzing Investments. Before making an investment, LLCP conducts a due diligence investigation focused on understanding critical success factors and major risks associated with an investment opportunity, such as:
• Analysis of management including on-site interviews, management and corporate questionnaires and background checks;
• Reference and background checks of board members, customers, suppliers and service providers;
• Critical success factors analysis, including developing operating metrics to measure performance;
• Due diligence of financial statements, conditions and management projections, including analysis and review of historical revenues, margins and earnings, working capital, capital spending requirements, projections and related sensitivities and accounting working papers;
• Industry segmentation analysis including competition, positioning, trends and opportunities and, if necessary, consultation with industry experts or operating executives with relevant expertise; and
• Legal due diligence including corporate formalities, contract review, litigation, employment matters, insurance and environmental reviews. Structuring Investments. Each Fund makes structured equity investments through a combination of senior and subordinated notes and common stock. These structured equity investments are typically secured, and in large part, are senior in right of payment to the equity owned by the company’s management team. LLCP seeks to structure each investment in order to minimize equity dilution to management and properly match the company’s pro-forma capitalization to its business plan. Each Fund seeks to invest at low leverage multiples (typically less than 3x third party leverage at the time of investment). Monitoring Investments. LLCP seeks to be integrally involved with each Fund’s portfolio companies from the initial investment through full realization of its invested capital. LLCP seeks to add value during the investment period by offering management teams sophisticated financial and strategic advice while respecting their operating autonomy. LLCP generally monitors key success factors of its investments on a regular basis and meets with senior management of its portfolio companies, in an operating committee environment, to discuss the respective companies’ strategic, financial and operating performance. LLCP often contributes to the success of its portfolio companies and has assisted senior management of portfolio companies in the following areas: (i) strategic direction and planning; (ii) introduction to acquisition opportunities and new business contacts; (iii) revenue growth initiatives, operating improvements and supply chain management; (iv) follow-on growth and acquisition capital; and (v) capital market strategies and execution. Exiting Investments. LLCP intends to exit portfolio company investments through public and private sales of securities, private company sales and refinancings. LLCP seeks to maximize value in these capital markets transactions through: (i) the expertise of its investment professionals, (ii) its detailed knowledge of management and the portfolio companies obtained through active post-investment monitoring and (iii) its extensive investment banking and sell side broker networks. Each Fund’s structured equity investments typically contain fixed maturity dates for its invested capital and equity rights that permit a timely exit including public registration, put and co-sale rights. Typically, a Fund exits an investment within five years from the date of its initial investment. Risks of Investment Each Fund and its respective investors bear the risk of loss that LLCP’s investment strategy for such Fund entails. The risks involved with LLCP’s investment strategy and an investment in a Fund include, but are not limited to: Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Future and Past Performance. The performance of LLCP’s prior investments is not necessarily indicative of a Fund’s future results. While LLCP intends for a Fund to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that any targeted internal rate of return will be achieved. On any given investment, loss of principal is possible. Investment in Junior Securities. The securities in which a Fund will invest may be among the most junior in a portfolio company’s capital structure, and thus subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made. Debt Investments. The Funds may invest in debt, debt-related, and other securities of companies. These securities may be unsecured, subordinated to senior indebtedness, or unprotected by covenants or limitations on additional indebtedness. Debt securities are subject to both credit and interest rate risks. If an issuer is unable to make principal and interest payments on its indebtedness, a Fund may suffer a partial or total loss of capital invested in the company. Declines in revenues or increases in expenses may significantly affect the ability of an issuer to pay, and these risks may change over the life of an investment. Interest rates are subject to risks associated with changes in the market. Interest rate changes directly affect the value of adjustable rate securities, and indirectly affect the value of fixed rate securities. The Funds may invest in convertible debt and equity-related securities to the extent that LLCP believes such investments offer potential for capital appreciation. There is no minimum credit standard that is a prerequisite to the Funds’ investment in any security and the debt securities acquired by the Funds may be non-investment grade. Portfolio companies could experience adverse business conditions that could result in a default on all or part of their obligations to a Fund. A portfolio company’s ability to satisfy its obligations to a Fund could be impacted by market or industry conditions, national or international economic or political factors or other developments beyond the company’s control. Defaults could ultimately result in the loss of investment principal. Investment in Non-Investment Grade Debt. To the extent permitted by the applicable Governing Documents, Funds may from time to time directly or indirectly invest in non- investment grade loans or interests in non-investment grade loans and high-yield debt securities which are subject to liquidity, market value, interest rate, reinvestment and certain other risks. It is anticipated that such investments generally will be subject to greater risk than investment grade corporate obligations. These risks could be exacerbated to the extent that the portfolio of individual investments is concentrated in one or more particular types of obligations. In addition, to the extent a Fund directly or indirectly makes investments in collateralized loan obligation structures, such investments may have capital structures with significant leverage. Direct and indirect investments in debt instruments may be in companies that also have significant leverage, thus increasing the exposure of the underlying companies to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of such companies or their industries. Bank Loans and Participations. To the extent permitted by the applicable Governing Documents, Funds may from time to time invest in significant amounts of bank loans and participations. These obligations are subject to significant risks, including (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) lender-liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations and (iv) limitations on the ability of the Fund to directly enforce its rights with respect to participations. 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, or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, a Fund may invest in fewer portfolio companies and thus be less diversified. To the extent permitted by the applicable Governing Documents, a Fund may provide bridge financing to facilitate investments. It is possible that all or a portion of a bridge financing will not be recouped within the time period specified in the partnership agreement, in which case the investment would be treated as a permanent investment of the Fund. As a result, a Fund’s portfolio could become more concentrated with respect to such investment than initially expected or otherwise provided for under the Fund’s investment limitations, certain of which may exclude bridge financing investments. Geographic Concentration Risk. Certain Funds will focus their investments primarily in target jurisdictions and therefore, will be susceptible to events affecting companies with significant business operations in such jurisdictions. The economy of a particular country in which a Fund may invest is influenced by macro-economic factors in the region in which such country is located. As such market forces in one country can have adverse effects on the operations of companies in the value of property and assets in other countries in which such Fund may invest. Accordingly, the performance of a Fund with target jurisdictions will be more tied to the macroeconomic conditions of the target jurisdictions during the term of the Fund than the performance of other funds that have a more diversified geographic investment strategy. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, limited partners will be required to bear Management Fees through such Fund during the investment period and other expenses as set forth in the applicable partnership agreement. Dynamic Investment Strategy. While each Adviser generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein, the relevant Adviser may pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the relevant Governing Documents. An Adviser may pursue investments outside of the industries and sectors in which such Adviser 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/or (ii) subject to frequent regulatory change. Certain industries or industry segments may be highly dependent upon various government (or private) reimbursement programs. 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, including in particular the healthcare, financial services and telecommunications 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 invests. Market disruptions and the dramatic increase in the capital allocated to alternative asset management during recent years have led to increased governmental as well as self-regulatory organization scrutiny of the private fund industry in general. In addition, certain legislation proposing greater regulation of the industry is periodically considered by Congress, as well as the governing bodies of various jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to a Fund, the Advisers, the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of a Fund, as well as require increased transparency as to the identity of a Fund’s limited partners. 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 the Management Fee) may exceed its income, thereby requiring that the difference be paid from such Fund’s capital, including, without limitation, unfunded capital commitments. Leveraged Investments. A Fund may make use of leverage by having a portfolio company incur debt to finance a portion of its investment in such portfolio company, including in respect of companies not rated by credit agencies. 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. The use of leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of a Fund’s investments in the leveraged portfolio companies in a down market. In the event any portfolio company cannot generate adequate cash flow to meet its debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of such 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, such Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which a Fund will invest generally will not be rated by a credit rating agency. A Fund may also borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt). The use of leverage by a Fund also will result in interest expense and other costs to such Fund that may not be covered by distributions made to the Fund or appreciation of its investments. A Fund may incur leverage on a joint and several basis with one or more other investment funds and entities managed by an Adviser or any of its affiliates and may have a right of contribution, subrogation or reimbursement from or against such entities. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts may be secured by capital commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. Use of Credit Facilities. To the extent permitted by the relevant Governing Documents, a Fund or any portfolio company may use credit facilities for the purchase or implementation of certain investments or for other portfolio management purposes. Should such credit facilities be utilized, the Fund or any portfolio company would incur additional interest and other expenses with respect to such facilities. Any such credit facility provider that permits a Fund to borrow may accept Fund assets as collateral for such credit facility and may be permitted to require the transfer, assignment, appropriation, sale or liquidation of the Fund’s or portfolio company’s assets held by it as collateral, after occurrence of certain events, including a default by the Fund or the portfolio company pursuant to the agreements with such credit facility provider. Events of default under any such credit facility may include, among other things, failure to pay amounts due under such credit facility, failure to inform the credit facility provider of certain events with respect to the Fund or the portfolio company, failure to provide the credit facility provider with certain periodic reports and financial statements, breach by the Fund of other representations and covenants contained in credit facility documentation and other similar terms. In such instances, the credit facility provider may take any such action without notice to the Fund or the relevant Adviser. If any such credit facility provider were to require the Fund to transfer, assign, sell or liquidate assets or otherwise act to realize on such collateral, these actions may impair the operational capabilities of the Fund and have adverse tax and economic effects on the Fund. In addition, to the extent permitted by the relevant Governing Documents, a Fund may be permitted to bridge capital calls by borrowing funds pursuant to a revolving credit facility based on the aggregate capital commitments available to be called. A Fund’s use of such facilities will be determined by the relevant Adviser, and the performance of the Fund may be impacted by how the relevant Adviser causes the Fund to utilize such facilities. Although the use of such a facility may increase the Fund’s ability to swiftly invest capital, it also will cause the Fund to incur interest expense. Conflicts of interest may arise in that the use of such facilities may, and likely would, delay the need for limited partners to make certain contributions to the Fund, which may enhance the Fund’s performance figures and thereby benefit the relevant Adviser and its affiliates. No Market for Interests; Restrictions on Transfer; No Right of Withdrawal. Limited partner interests in a Fund may not generally be transferred, sold, assigned, pledged or otherwise encumbered without the prior written consent of the relevant Adviser, which may be withheld pursuant to the applicable Governing Documents. Voluntary withdrawals from a Fund usually will not be permitted except in very limited circumstances generally involving situations where retaining an interest in the Fund would violate certain laws or regulations. In addition, interests in a Fund typically are not redeemable. There is generally is no public market for interests in a Fund, and none is expected to develop. Interests in a Fund are registered under the securities laws of the United States or any state or the securities laws of any other jurisdiction and therefore cannot be resold unless they are subsequently registered under applicable securities laws, or unless an exemption from registration is available. It is not contemplated that registration of the interests in any Fund will ever be effected. Limited partners may not be able to liquidate their investments prior to the end of a Fund’s term and must be prepared to bear the risks of an investment in a Fund for an extended period of time. Reliance on the Adviser and Portfolio Company Management. Control over the operation of a Fund will be vested with its Adviser, and such Fund’s future profitability will depend largely upon the business and investment acumen of LLCP. The loss or reduction of service of one or more of LLCP’s management could have an adverse effect on such Fund’s ability to realize its investment objectives. In addition, LLCP currently, and may in the future, manages other investment funds besides such Fund and may need to devote substantial amounts of their time to the investment activities of such other funds, which may pose conflicts of interest in the allocation of the time of LLCP management. Limited partners generally have no right or power to take part in the management of a Fund, and as a result, the investment performance of such Fund will depend on the actions of its Adviser. In addition, certain changes in the Fund’s Adviser or circumstances relating to such Adviser may have an adverse effect on the Fund or one or more of its portfolio companies including potential acceleration of debt facilities. Although the Fund’s Adviser will monitor the performance of each Fund investment, it will primarily be the responsibility of each portfolio company’s management team to operate such portfolio company on a day to day basis. Although each Fund generally intends to invest in companies with strong management or recruit strong management to such companies, there can be no assurance that the management of such companies will be able or willing to successfully operate a company in accordance with such Fund’s objectives. Projections. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by the applicable Adviser in its discretion. In all cases, projections are only estimates of future results that are based upon information received from such company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections. Risks Relating to Due Diligence of and Conduct at Portfolio Companies; Expedited Transactions. Before making investments, the applicable Adviser will typically conduct such due diligence as it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, technical, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties likely will be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto and the applicable Adviser likely will rely on the advice received from such third parties. Investment analyses and decisions by the applicable Adviser will often be undertaken on an expedited basis in order for the Fund to take advantage of investment opportunities. In such cases, the information available to the applicable Adviser at the time of an investment decision may be limited, and the applicable Adviser likely would not have access to the detailed information necessary for a full evaluation of the investment opportunity. The due diligence investigation carried out with respect to any investment opportunity will not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in an investment being successful or even ensure a return on invested capital. Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. There continue to be discussions regarding enhanced governmental scrutiny and/or increased regulation of the private equity industry. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on a Fund’s activities, including the ability of a Fund to effectively and timely address such regulations, implement operating improvements or otherwise execute its investment strategy or achieve its investment objectives. The combination of such scrutiny of private equity firms (along with other alternative asset managers) and their investments by various politicians, regulators and market commentators and the public perception that certain alternative asset managers, including private equity firms, contributed to the 2008 global financial crisis, may complicate or prevent a Fund’s efforts to structure, consummate and/or exit investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, a Fund may invest in fewer transactions or incur greater expenses or delays in completing or exiting investments than it otherwise would have. Conflicting Investor Interests. Limited partners may have conflicting investment, tax, and other interests with respect to their investments in a Fund, including conflicts relating to the structuring of investment acquisitions and dispositions. Conflicts may arise in connection with decisions made by a Fund’s Adviser regarding an investment that may be more beneficial to one limited partner than another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, the Adviser generally will consider the investment and tax objectives of such Fund and its partners as a whole, not the investment, tax, or other objectives of any limited partner individually. Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a successful 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 is no assurance that a Fund will make follow-on investments or that a Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-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). Additionally, such failure to make such investments may result in a lost opportunity for a Fund to increase its participation in a successful portfolio company or the dilution of a Fund’s ownership in a portfolio company if a third party invests in such portfolio company. Restricted Nature of Investment Positions; Distributions in Kind. Generally, there will be no readily available market for a substantial number of each Fund’s investments and hence, most of a Fund’s investments will be difficult to value. Although, under normal circumstances, prior to the termination of a Fund, such Fund intends to make distributions in cash or marketable securities, it is possible that under certain circumstances (including the winding-up of such Fund), distributions of investments for which there is no readily available public market and/or which may be subject to substantial restrictions on sale or transfer may be made in-kind. It may be difficult for limited partners to liquidate the investments received at a price or within a time period that is determined thereby to be ideal, and significant administrative burden may be involved. After a distribution of investments is made, the recipients may decide to liquidate such investments within a short period of time, which could have an adverse impact on the price of such investments. Limited partners of a Fund in receipt of a distributed investment will have no guidance from such Fund or its Advisers with respect to disposition of such investment (including timing of such disposition). The price at which such investments may be sold by such limited partners may be lower than the value of such investments determined pursuant to the applicable partnership agreement, including the value used to determine the amount of carried interest accruing to such Fund’s Advisers with respect to such investment. In addition, the direct holding of certain investments may subject the holder to suit or taxes in jurisdictions in which such investments are located. Non-U.S. Investments. A Fund may invest in companies that are organized and/or have substantial sales or operations outside of the United States, its territories and possessions. Investments in non-U.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities and instruments, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non- U.S. currencies in which such Fund’s non-U.S. investments are denominated (including risks associated with potentially rapid inflation), and costs associated with conversion of investment principal and income from one currency into another; (ii) exposure to fluctuations in interest rates payable with respect to the instruments in which such Fund invests; (iii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iv) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; (v) the absence of uniform accounting, auditing, and financial reporting standards, practices and disclosure requirements, and less government supervision and regulation; (vi) certain economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic, governmental or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation; (vii) the possible imposition of non-U.S. taxes on income, gains and gross sales or other proceeds recognized with respect to such securities or instruments; (viii) the application of complex U.S. and non-U.S. tax rules to cross-border investments; (ix) possible non- U.S. tax return filing requirements for such Fund and/or its partners; (x) differing and potentially less well-developed or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors; (xi) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (xii) political hostility to investments by foreign or private equity investors; and (xiii) less publicly available information. With respect to investments in Europe, the recent European sovereign debt crisis has raised questions concerning the continued viability of the Eurozone’s single currency and increased the risk of a possible failure of the Euro. Europe is experiencing increasing challenges as a result of certain member states’ financial difficulties and the uncertainty around their fiscal and monetary policy direction. These developments may exacerbate the risks resulting from a Fund’s exposure to Euro-related currency fluctuations. Volatility in the currency markets may result in a Fund’s investment portfolio incurring higher costs and may adversely impact the profitability and cash flows from operations of its portfolio companies. The potential adverse fluctuations in foreign currency exchange rates and the costs associated with conversion of investment principal and income from one currency into another may adversely impact a Fund’s returns. Although it is difficult to forecast all of the consequences of a failure of the Euro, one possible outcome is a rise in interest rates on the sovereign debt of one or more troubled European nations, which could lead to a failure or series of failures in performance of sovereign debt. Given the high degree of exposure to European sovereign debt by European financial institutions, this may increase the risk of a failure by one or more European financial institutions. Any such failure could have a material adverse effect on one or more of a Fund’s portfolio companies and/or a Fund itself. A Fund may have exposure, directly or indirectly (including through portfolio companies) to counterparties that have significant exposure to, or themselves are, European financial institutions. Hedging Arrangements. A Fund’s Adviser may (but is not obligated to) endeavor to manage such Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. Such Fund may incur costs related to such hedging arrangements, which may be undertaken in exchange-traded or over- the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a Fund’s Adviser and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. Public Company Holdings. A Fund’s investment portfolio may contain securities and debt issued by publicly held companies. Such investments may subject the Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Fund to dispose of such securities and debt at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including LLCP’s principals, and increased costs associated with each of the aforementioned risks. Non-controlling Investments. A Fund may hold meaningful minority stakes in privately held companies and in some cases may have limited minority protection rights. In addition, during the process of exiting investments, a Fund at times may hold minority equity stakes of any size such as might occur if portfolio companies are taken public. As is the case with minority holdings in general, such minority stakes that a Fund may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Where a Fund holds a minority stake, it may be more difficult for such Fund to liquidate its interests than it would be had such Fund owned a controlling interest in such company. Even if a Fund has contractual rights to seek liquidity of such Fund’s minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to such Fund, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. Director Liability. Each Fund will often seek to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which it invests. Serving on the board of directors (or similar governing body) of a portfolio company exposes such Fund’s representatives, and ultimately such Fund, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from such Fund’s investment activities. Limitation of Recourse and Indemnification. The applicable Governing Documents limit the circumstances under which the Firm and its affiliates will be held liable to a Fund. As a result, limited partners in such Fund may have a more limited right of action in certain cases than they would have in the absence of such provision. In addition, the Governing Documents provide that a Fund will indemnify the applicable Adviser and its affiliates for certain claims, losses, damages and expenses arising out of their activities on behalf of the Fund. Such indemnification obligations could materially impact the returns to the limited partners of such Fund. Litigation. In the ordinary course of its business, a Fund may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect the value of the Fund and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Firm and its principals’ time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, virus or disease outbreaks or epidemics or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by the Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon the Fund’s portfolio companies. General Market and Economic Conditions. The private equity industry generally and the success of a Fund’s investment activities specifically will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls, and national and international political and socioeconomic circumstances. Such factors are unpredictable and cannot be controlled by LLCP. The capital markets have experienced great volatility and financial turmoil. Moreover, governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) may have a negative effect on market conditions. General fluctuations in the market prices of securities and economic conditions generally may reduce the availability of attractive investment opportunities for a Fund and may affect a Fund’s ability to make investments. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in a Fund’s investments and could have a negative impact on the performance and/or valuation of the portfolio companies. A Fund’s performance can be affected by deterioration in the capital markets and by market events, including events similar to the credit crisis in the summer of 2007 or the downgrading of the credit rating of the United States in 2011, which, among other things, can impact the public market comparable earnings multiples used to value privately held portfolio companies and investors’ risk-free rate of return. Movements in foreign exchange rates may adversely affect the value of investments in portfolio companies and a Fund’s performance. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of a Fund to sell and/or partially dispose of its portfolio company investments. Such adverse effects may include the requirement of a Fund to pay break- up, termination or other fees and expenses in the event such Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of such Fund to dispose of investments at prices that LLCP believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to raise funding to support its investment objective. Any of the foregoing events could result in substantial or total losses to a Fund in respect of certain portfolio investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure. Deterioration of Credit Markets May Affect Ability to Finance and Consummate Investments. In the event that the global credit markets deteriorate and it becomes more difficult for investment funds such as the Funds to obtain favorable financing for investments, the Funds’ ability to generate attractive investment returns may be adversely affected to the extent the Funds are unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of a Fund to realize its investments at favorable times or for favorable prices. Alternative Investment Fund Managers Directive. The AIFMD regulates the activities of certain private fund managers undertaking fund management activities or marketing fund interests to investors within the European Economic Area (“EEA”). LLCP intends to market certain Funds to investors domiciled or with a registered office in the EEA. If a Fund is being actively marketed to investors domiciled or having their registered office in the EEA, as a consequence: (a) the Fund and the applicable Advisers will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which may result in the Fund incurring additional costs and expenses; (b) the Fund and the applicable Advisers may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions, which may result in the Fund incurring additional costs and expenses or may otherwise affect the management and operation of the Fund; (c) the applicable Advisers will be required to make detailed information relating to the Fund and its investments available to regulators and third parties; and (d) the AIFMD will also restrict certain activities of the Fund in relation to EEA portfolio companies including, in some circumstances, the Fund’s ability to recapitalize, refinance or potentially restructure an EEA portfolio company within the first two years of ownership, which may in turn affect operations of the Fund generally. United Kingdom Exit from the European Union. On March 29, 2017, the United Kingdom (“UK”) formally notified the European Council of its intention to leave the EU (“Brexit”). After a number of iterations, the European Commission and the UK’s negotiators reached agreement on the terms of the UK’s withdrawal from the EU, and these terms have been approved by the UK and EU Parliaments. The UK formally left the EU on January 31, 2020 after which the UK entered the transition period specified in the withdrawal agreement, which is scheduled to end on December 31, 2020. During this period, it is expected that the majority of the existing EU rules will continue to apply in the UK. The terms of the UK’s exit from the EU are still uncertain, including the UK’s access to the EU single market permitting the exchange of goods and services between the UK and the EU. The UK expects to agree a deal on a future relationship with the EU by the end of the transitional period but whether this is possible is subject to disagreement by leaders of certain EU member states. The future application of EU-based legislation to the private fund industry in the UK will depend, among other things, on how the UK renegotiates its relationship with the EU. There can be no assurance that any renegotiated laws or regulations will not have an adverse impact on a Fund and its investments, including the ability of a Fund to achieve its investment objectives. The legal, political and economic uncertainty generally resulting from the UK’s exit from the EU may adversely affect both EU and UK-based businesses, including LLCP and Fund portfolio companies. This uncertainty may also result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. Sanctions; OFAC and FCPA Considerations. Economic sanction laws in the U.S. and other jurisdictions may prohibit LLCP, LLCP’s professionals and a Fund from transacting with or in certain countries and with certain individuals and companies. In the U.S., the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at www.treas.gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may restrict the Fund’s investment activities. In some countries, there is a greater acceptance than in the U.S. of government involvement in commercial activities, and of corruption. LLCP, the LLCP professionals and the Fund are committed to complying with the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti- corruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, a Fund may be adversely affected because of its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for a Fund to act successfully on investment opportunities. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. While LLCP has developed and implemented policies and procedures designed to ensure compliance by LLCP and its personnel with the FCPA, such policies and procedures may not be effective in all instances to prevent violations. Any determination that LLCP has violated the FCPA or other applicable anti-corruption laws or anti-bribery laws could subject LLCP to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect LLCP’s business prospects and/or financial position, as well as a Fund’s ability to achieve its investment objective and/or conduct its operations. Unfunded Pension Liabilities of Portfolio Companies. Recent court decisions have found that, where an investment fund owns 80% or more (or under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. Although each Fund intends to manage its investments to minimize any such exposure, such Fund may, from time to time, invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where such Fund may own an 80% or greater interest in such a portfolio company. If a Fund (or other 80%-owned portfolio companies of such Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of such Fund and the companies in which such Fund invests. This discussion is based on current court decisions, statute and regulations regarding ERISA control group liability as in effect as of the date of this Brochure, which may change in the future as the case law and guidance develops. Valuation of Investments. There is not expected to be an actively traded market for most of the securities owned by a Fund. When estimating fair value, the relevant Adviser will apply a methodology it determines to be appropriate in accordance with LLCP’s valuation procedures. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities ultimately may be sold. Accordingly, the valuation decisions made by the relevant Adviser may cause it to ineffectively manage such Fund’s investment portfolio and risks, and may also affect the diversification and management of such Fund’s portfolio of investments. Additionally, the exercise of discretion in valuation by the relevant Adviser may give rise to conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of management fees. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company is subject to cyber-attack or other unauthorized access is gained to a portfolio company’s systems, such portfolio company may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or portfolio company financial information; (iii) portfolio company software, contact lists or other databases; (iv) portfolio company proprietary information or trade secrets; or (v) other items. In certa please register to get more info

LLCP and its management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure. please register to get more info

LLCP is affiliated with the other Advisers of the Firm, which are subject to the Advisers Act pursuant to LLCP’s registration in accordance with SEC guidance. These entities operate as a single advisory business together with LLCP and serve as managers or general partners of private investment funds and other pooled vehicles or accounts and generally share common owners, officers, partners, employees, consultants or persons occupying similar positions. Without limiting the foregoing, LLCP is also affiliated with Levine Leichtman Strategic Capital, LLC, which is separately registered as an investment adviser with the SEC under the Advisers Act. LLSC serves as a sub-manager to a holding company that primarily seeks to acquire controlling equity stakes and loan positions in durable and growing middle-market companies and that is managed by a registered investment adviser. LLCP generally shares common owners, officers, partners, employees, consultants or persons occupying similar positions with LLSC. LLCP is also affiliated with LLCP Europe LLP, a limited liability partnership incorporated under the laws of England, LLCP Netherlands B.V., a private limited company under Dutch law, and LLCP Sweden AB, a limited company under Swedish law (each, an “Unregistered Adviser”). Personnel of the Unregistered Advisers provide advice to the Firm’s registered investment adviser entities on behalf of its clients. None of the Unregistered Advisers are required to be registered under the Advisers Act, but each operates in compliance with certain related requirements and undertakings as prescribed by the SEC. A non-controlling minority interest of less than 20% in the Firm is indirectly owned by a third party passive institutional investor (the “Investor”). The Investor does not have authority over the day-to-day operations or investment decisions of the Firm, although it has negotiated certain minority protection and consent rights. please register to get more info

PERSONAL TRADING
The Firm has adopted the Levine Leichtman Capital Partners, LLC Code of Ethics and Securities Trading Policy and Procedures (the “Code”), which sets forth standards of conduct that are expected of the Firm’s principals and employees and addresses conflicts that arise from personal trading. The Code requires certain Firm personnel to report their personal securities transactions, prohibits or requires pre-clearance for Firm personnel from directly or indirectly acquiring beneficial ownership or disposing of securities in an initial public offering, and prohibits Firm personnel from directly or indirectly acquiring beneficial ownership of securities with limited exceptions, without first obtaining approval from the Firm’s Chief Compliance Officer. In addition, the Code requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. A copy of the Code will be provided to any investor or prospective investor upon request to the Firm’s Chief Compliance Officer, at 310-275-5335. Personal securities transactions by employees who manage client accounts are required to be conducted in a manner that prioritizes the client’s interests in client eligible investments. LLCP and its affiliated persons may come into possession, from time to time, of material nonpublic or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, LLCP and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of LLCP. Accordingly, should LLCP or any of its affiliated persons come into possession of material nonpublic or other confidential information with respect to any public company, LLCP generally would be prohibited from communicating such information to clients, and LLCP will have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Firm personnel serving as directors of public companies and may restrict trading on behalf of clients, including any of the Funds. Principals and investment professionals of LLCP and its affiliates generally are expected to directly or indirectly own an interest in one or more of the Funds. To the extent that co- investment vehicles exist, such vehicles are expected to invest in one or more of the same portfolio companies as any of the Funds. Co-invest opportunities may be presented to certain affiliates of the Advisers, as well as third party investors and other persons, and such co-investments may be effected through co-investment vehicles, directly in a particular portfolio company or through an intermediate entity in a portfolio company’s structure. Such co-investment opportunities generally will be allocated in the manner described under “Methods of Analysis, Investment Strategies and Risk of Loss.” Although principals, employees and officers of LLCP and its affiliates from time to time are likely to buy and sell securities for their own account or the account of others, such persons may not, without the written consent of the applicable Fund’s advisory committee, buy securities from or sell securities to the Funds, nor may they hold any securities held by the Funds except as set forth in the applicable Governing Document. As discussed in “Fees and Compensation,” a Fund’s general partner or its affiliated employees will from time to time receive Transaction and Monitoring Fees in connection with the making of a portfolio company investment and retain a portion of those fees. As a result, the Firm and/or its employees in such cases likely would be considered to have a material financial interest in the consummation of the portfolio company investment. LLCP and its affiliates, principals and employees expect from time to time to carry on investment activities for their own account, for personal or employee investment vehicles and, potentially, for family members, friends or others who do not invest in a Fund, as well as give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, such Fund even though their investment objectives may be the same or similar, subject in each case to any limitations imposed by the Governing Documents and investment programs of the Funds and such other accounts or persons. In borrowing on behalf of a Fund, the Firm is subject to conflicts of interest between repaying its obligations and retaining such borrowed amounts for the benefit of the Fund, and in circumstances where interest accrues on any such outstanding borrowings at a rate lower than the relevant Fund’s preferred return, is expected to have incentives to cause the Fund to borrow in this manner rather than drawing down capital commitments. Where a preferred return begins to accrue after capital contributions are due (regardless of when the Fund borrows, makes the relevant investment, or pays expenses) and ceases to accrue upon return of these capital contributions, the use of borrowing to shorten the period between calling and returning capital limits the amount of time the preferred return will accrue. In circumstances where there is not a preferred return on funds borrowed in advance or in lieu of calling capital, Fund-level borrowing typically will reduce the amount of preferred return to which the limited partners would otherwise be entitled had the relevant Adviser called capital, and thus could result in the relevant Adviser receiving carried interest sooner than it would without borrowing. In addition, when the Management Fee is calculated as a percentage of invested capital, a limited partner may pay Management Fees on borrowed amounts used to fund investments that have not yet been realized even though such amounts would not accrue preferred return as described above. It is expected that the costs relating to the establishment and/or maintenance of a subscription line of credit will be significant, and there can be no assurance that the benefits to limited partners will be commensurate with such costs. please register to get more info

The Firm focuses on securities transactions of private companies and generally purchases and sells such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, a Fund’s Advisers reserve the right to distribute securities to investors in such Fund or sell such securities, including through using a broker-dealer, including when a public trading market exists. Although the Firm does not intend to regularly engage in public securities transactions, to the extent it does so, it intends to follow the brokerage practices described below. If an Adviser sells publicly traded securities for a Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by such Adviser. In such event, the Adviser will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, the Adviser reserves the right to consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. An Adviser has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although an Adviser generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with the Adviser of a Fund seeking to obtain best execution, brokerage commissions on client transactions are permitted to be directed to brokers in recognition of research furnished by them or a designated third party, as well as for services rendered in the execution of orders by such broker or dealer, although the Firm generally does not make use of such services at the current time. As a general matter, research provided by these brokers would be used to service all of the Firm’s clients. However, each and every research service may not be used for the benefit of each and every client of the Firm (and may benefit the Firm, as it may not have to pay for such services out of its own resources), and brokerage commissions paid by one Fund may apply towards payment for research services that might not be used in the service of such Fund. The Firm will employ no agreement or formula for the allocation of brokerage business on the basis of research services, and will not attempt to put a specific dollar value on services rendered. The Firm expects on occasion to determine which brokers have provided research that has been helpful in the management of clients. To the extent consistent with the Adviser’s goal to obtain best execution for their clients, the Firm reserves the right to seek to place a portion of the trades that it directs with the brokers who are identified through this process. Certain brokers potentially also will provide investment banking services to LLCP. The provision of such services is not taken into account in allocating client brokerage to such firm. The Advisers do not anticipate engaging in significant public securities transactions; however, to the extent that the Advisers engage in any such transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. From time to time, the Advisers expect, but are not obligated, to purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched”; however, the Advisers generally do not expect to do so. To the extent such orders are not batched, they may have the effect of increasing brokerage commissions or other costs. please register to get more info

The investments made by the Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, the Firm closely monitors companies in which the Funds invest, and the Firm’s Chief Compliance Officer periodically checks to confirm that each Fund is maintained in accordance with its stated objectives. Each Fund generally will provide to its limited partners at least (i) annual audited and quarterly unaudited financial statements and (ii) a Schedule K-1. please register to get more info

LLCP and/or its affiliates generally provide certain business or consulting services to companies in a Fund’s portfolio and generally receive compensation from these companies in connection with such services. Some or all of this compensation, in certain cases, will offset a portion of the Management Fees paid by such Fund, as set forth in the applicable partnership agreement. See “Fees and Compensation.” The Firm reserves the right from time to time to enter into solicitation arrangements pursuant to which the Firm compensates third parties for referrals that result in a potential investor becoming a limited partner in a Fund. Any fees payable to any such placement agents generally will be borne by the Firm indirectly through an offset against the Management Fee under the relevant Governing Documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). please register to get more info

The Advisers maintain custody of each Fund’s assets held in each Fund’s name with any of Citibank, N.A., Bank of America, Banque BGL BNP Paribas, Societe Generale Bank & Trust S.A. or Imperial Capital, each of which is a qualified custodian. please register to get more info

The Advisers for a Fund have discretionary authority to manage investments on behalf of such Fund, subject to any limitations set forth in the partnership agreement for such Fund. As a general policy, the Advisers do not allow clients to place limitations on this authority. Pursuant to the terms of the Fund’s partnership agreement, however, a Fund’s Adviser and/or its affiliates have entered, and expect to enter, into Side Letters with certain limited partners whereby the terms applicable to such limited partner’s investment in the Fund are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. please register to get more info

The Advisers have adopted the Levine Leichtman Capital Partners, LLC Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how they will vote proxies, as applicable, for their respective Fund’s portfolio investments. The Proxy Policy seeks to ensure that the Advisers vote proxies (or similar instruments) in the best interest of their respective Funds, including where there may be material conflicts of interest in voting proxies. The Advisers generally believe their interests are aligned with those of their Funds’ investors, for example, through the principals’ beneficial ownership interests in the Funds and therefore will not seek investor approval or direction when voting proxies. The Advisers expect that they will occasionally be subject to material conflicts of interest in the voting of proxies due to business or personal relationships they maintain with persons having an interest in the outcome of certain votes. The Firm and/or its employees potentially also have in certain cases business or personal relationships with the proponents of proxy proposals, participants in proxy contests, corporate directors and officers, or candidates for directorships. In the event that there is or may be a conflict of interest in voting proxies, the Proxy Policy provides that the Adviser may address the conflict using several alternatives, including by seeking the approval or concurrence of the applicable Fund’s advisory board on the proposed proxy vote or through other alternatives set forth in the Proxy Policy. The Advisers do not consider service on portfolio company boards by Adviser personnel or an Adviser’s receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by the Advisers when voting proxies on behalf of any Fund. Clients or investors that would like a copy of the Firm’s complete Proxy Policy or information regarding how an Adviser voted proxies for particular portfolio companies, may contact the Firm’s Chief Compliance Officer, at 310-275-5335, and it will be provided at no charge. please register to get more info

LLCP’s balance sheet is included as Appendix A to this Brochure.
APPENDIX A
Levine Leichtman Capital Partners, LLC
DRAFT Balance Sheet
December 31, 2019


Current assets Cash163,788$ Receivables - other6,537,556 6,701,344 Fixed assets, net8,372,845 Other assets Deposit931,624 Other Assets143,829 1,075,453
Total assets16,149,642$
Liabilities Accounts payable & accrued expenses2,484,223$ Line of Credit3,250,000 5,734,223 Members equity10,415,419
Total liabilities and member's equity16,149,642$
Assets
Liabilities and member's equity please register to get more info