Rubicon Founders LLC (“Rubicon Manager”) is a Delaware limited liability company and
a registered investment adviser that began operations in January 2021. Rubicon Manager and its
affiliated investment advisers provide investment advisory services to private investment funds.
Rubicon Manager’s clients include the following (each, a “Fund,” and together with any
future private investment fund to which Rubicon Manager or its affiliates provide investment
advisory services, the “Funds”):
• Rubicon Founders Opportunity Fund I, LP
• Rubicon Founders Opportunity Fund I Co-Invest, LP
• RF-Evergreen Co-Invest, LP
•
RF-Evergreen SPV, LP
• RF-Honest Co-Invest, LP
• RF-CH SPV, LP
• RF-Indigo SA Co-Invest, LP
•
RF-Puma Co-Invest, LP
•
RF-Puma Co-Invest-A, LP
•
Rubicon Founders Credit Opportunities Fund I, LP
• Rubicon Fund II LP
• Rubicon Fund II PF LP
Rubicon Manager is affiliated with Rubicon Founders OP GP, LP, Rubicon OP GP II LP
and Rubicon Founders Credit Opportunities GP, LP (each a “General Partner” and together with
Rubicon Manager, “Rubicon”).
The General Partners are registered under the Advisers Act pursuant to Rubicon Manager’s
registration in accordance with SEC guidance. This Brochure also describes the business practices
of the General Partners, which together with Rubicon Manager operate as a single advisory
business.
The Funds invest in equity or equity-like investments in companies in the healthcare sector
and/or credit investments in the healthcare industry or adjacent industries. Rubicon’s investment
advisory services to the Funds consist of identifying and evaluating investment opportunities,
negotiating, managing, financing and monitoring investments and achieving dispositions for such
investments.
Rubicon’s discretionary investment advisory services to a Fund are tailored in accordance
with such Fund’s investment strategy as set forth in the applicable private placement memorandum
(or other applicable disclosure documents), partnership agreement (or similar governing
document) and/or investment management agreement (each a “Governing Document”, and
collectively, the “Governing Documents”). Rubicon’s advisory services are further described
below under Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss.” Rubicon
advises private funds and separately managed accounts or single investor vehicles.
Rubicon investors participate in the overall investment program for the applicable Fund,
but certain investors could be excused or excluded from a particular investment due to legal,
regulatory or other applicable constraints. Additionally, from time to time, Rubicon has provided,
and will in the
future provide (or agree to provide), certain investors or other persons the
opportunity to participate in co-invest vehicles (each a “Co-Invest Fund”) that will invest in
certain investments alongside a Fund.
Rubicon has entered, and will in the future enter, into side letters or other similar
agreements with certain investors that have the effect of establishing rights under, supplementing
or altering a Fund’s partnership agreement or an investor’s subscription agreement. Such rights or
alterations could be regarding, without limitation, rights with respect to fees, expenses,
distributions, excuse or exclusion from investments, transfers of interests in a Fund, tax and other
reporting, and other notice requirements, and other representations, warranties or diligence
confirmations. For the most part, any rights established, or any terms altered or supplemented will
govern only the investment of the specific investor and not the terms of the relevant Fund as whole.
Certain such additional rights but not all rights, terms or conditions are permitted to be elected by
certain sizeable investors with “most favored nations” rights. Other side letter rights do confer
benefits on the relevant investor at the expense of the relevant Fund or of investors as a whole,
including in the event that a side letter confers additional reporting, information rights and/or
transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund.
Rubicon currently serves as the investment adviser to one separately managed account with
full discretionary authority to hold, monitor, review, dispose of and otherwise deal with the assets
in the separately managed account. The purpose of the separately managed account is to manage
certain investments in the healthcare sector. Rubicon can serve as the investment adviser to
additional separately managed accounts in the future, with the investment objectives and
restrictions for each separately managed account documented in a separate investment advisory
agreement between each separately managed account client and Rubicon.
The information provided above about the investment advisory services provided by
Rubicon is qualified in its entirety by reference to a Fund’s Governing Documents, including
offering materials and limited partnership and subscription agreements.
As of December 31, 2023, Rubicon has regulatory assets under management of
approximately $1,796,185,218. All of Rubicon’s regulatory assets under management are
managed on a discretionary basis. Rubicon’s day-to-day investment management activities are led
by Adam Boehler (the “Principal”) and it is owned by estate planning vehicles established for the
benefit of the Principal’s family.