A. Description of Advisory Firm
Muller & Monroe Asset Management, LLC (M2) has been in business since July 9, 1999.
André Rice is our President and serves on the Investment Committee along with Irwin C.
Loud, III, Marcia Markowitz, Alfred Sharp and Gregg Walker. The Co-investment
Committee consists of André Rice, Gregg Walker, and Alfred Sharp. André Rice launched
the firm to form private equity funds-of-funds whose investors would be institutional
(government and corporate) pension funds. As of March 27, 2024, we are located in
Chicago, Illinois and have eighteen employees.
We are currently managing three core funds and six targeted investment mandate funds with
total LP commitments of $1.54B (includes $125M of commitments contractually expected
to be released in October 2024 as part of a $250M commitment awarded to us on October
23, 2023) on behalf of five public pension plans. Furthermore, M2 manages two primary
fund investments through a $15M Legacy Fund separate account and a $50M commitment
for co-investments where we invest in portfolio companies alongside certain primary fund
managers. Our core funds focus on investing with smaller lower middle market PE firms
nationwide, diversified by industry, region, stage, and vintage year. Our targeted investment
mandates are directed by our public pension fund LPs with specific allocations usually based
on a combination of gender, ethnicity, or geography.
The core and targeted investment mandate funds-of-funds make up our five advisory clients.
All limited partner investors in the ten funds-of-funds we currently manage are public
pension funds.
Back in 2021, we sold principally all the underlying primary fund investments of one of our
targeted mandate funds on the secondary market. At this point, one primary fund asset remains
and is not expected to fully liquidate until sometime in 2025. As such, this targeted mandate
fund is not counted in the $1.54B of total LP commitments mentioned above.
On October 13, 2023, we closed on an additional $250.0M of LP commitments in a separate
account fund-of-funds commitment. Included in this commitment is a $200.0M commitment
for primary funds and a $50.0M commitment for co-investments. As of 12/31/23, we have
$3.5M invested in a portfolio company through our new co-investment commitment. The
total LP commitment of $250.0 will be released in 2 series, 50% on October 13, 2023, and
the other 50% on October 13, 2024.
Other than one fund that is structured as a limited liability company, all of our other
funds are structured as limited partnerships. With respect to the fund structured as a
limited liability company, we operate as the manager of that fund, which is akin to our
acting as a general partner to our limited partnerships. References made throughout this
document to limited partnerships are intended to include our fund structured as a limited
liability company as well. Likewise, references to our general partners are meant to
include our entity acting as the manager for the fund structured as a limited liability
company.
Ownership of M2
The chart below summarizes the ownership of M2:
Owner Name Ownership Percentage
Rice Group Ltd. (100% owned by André Rice) 29.70%
Irwin C. Loud, III 14.24%
Non-employee Investors 56.06%
Investment Structure
The investment structure of each of our fund-of-funds clients shares certain common
elements:
1) We invest in each fund-of-funds client alongside the limited partners by means of
a general partner.
2) We usually commit 1% of the capital to a fund-of-funds investment while the
limited partners commit 99% of the capital.
3) Each fund-of-funds entity is a limited partnership or limited liability company.
We do not manage these underlying primary funds or portfolio companies. Below is
an illustration of the structure of a typical fund-of-funds client we would manage:
Co-Investments
In certain instances, we will invest in portfolio companies alongside our private equity
fund managers as part of our $50M commitment for co-investments.
Investors in our Advisory Clients
Initial investors in our advisory clients have all been public pension funds. We may accept
corporate pension funds and accredited investors as investors in our advisory clients in the
future.
Muller & Monroe
Asset
Management, LLC
Private Equity
Fund Investments
Private Equity
Fund Investments
ADVISORY CLIENTS
Commingled Fund-of-Funds
(limited partnership)
or
Separate Account Fund-of-Funds
(limited partnership)
Portfolio
Company
Portfolio
Company
Portfolio
Company
Portfolio
Company
Institutional
Limited Partners
(publicpension
funds)
General Partner
Pension funds typically invest in a private equity fund-of-funds because: 1) they have
insufficient staff to do the necessary due diligence on private equity or growth equity funds
and/or 2) their staff does not have the background and necessary relationships for sourcing
and due diligence to invest independently in this asset class, and 3) they want the greater
diversification provided by a fund-of-funds investment. When we are advising each of our
private equity fund-of-funds, we develop a portfolio of investments that seeks to maximize
returns to the fund’s investors while minimizing risk through a rigorous investment process
and portfolio diversification.
B. Advisory Services Offered
Our investment advisory services consist of 1) finding investment opportunities, 2)
selecting investments on behalf of our clients---the limited partnership funds-of-funds, co-
investments, and 3) monitoring those investments throughout the terms of the underlying
primary funds that sometimes extend beyond a decade.
With respect to one of our fund-of-funds clients, we replaced an existing general partner
and agreed to manage that fund’s investments that had been made at the time we replaced
the general partner. We are not selecting additional investments for this fund. This fund
holds limited partnership interests.
Investment opportunities come to us in several
ways:
1) Unsolicited opportunities sent to us online or in hard copy
2) Referrals from limited partner investors and business contacts, including placement
agents representing potential primary funds
3) Opportunities found through networking and various private equity data bases
Our investment selection process involves the following steps:
1) Initial screening of private equity investment opportunities
2) Preliminary due diligence on opportunities passing initial screen
3) Formal due diligence on opportunities that advance beyond preliminary due
diligence
4) Legal negotiation of investments with successful formal due diligence
5) Closing and oversight of investments
Investment oversight for each investment consists of:
1) Participation on Limited Partnership Advisory Committee (LPAC), with rare
exceptions
2) Monthly to quarterly calls to discuss investment updates
3) Review of financial statements
4) Analysis of investment performance
5) Attendance at investment annual meeting
6) Back office administration of investment
7) Annual review of compliance with partnership terms and side letters
8) Work-out assistance, if needed
Other than with respect to the one separate account for which we only manage existing
investments, we select investments on behalf of our clients, the limited partnership funds-
of-funds. The result is that each limited partnership fund-of-funds we advise holds
investments in other limited partnership private equity funds. It is these limited partnership
private equity funds that make direct investments into portfolio companies.
Limitation on Types of Investments
We invest exclusively with emerging and specialized private equity managers. We
generally define emerging managers as those managers that:
1) Have less than $1 billion in assets under management,
2) Manage private equity funds with a size ranging from approximately $100 million
to $1 billion,
3) Are investing under a new platform, but are not new to investing, or
4) Are not well known in the institutional marketplace (i.e. not a “brand name” fund)
Two individuals who leave a larger private equity firm to form their own firm would be an
example of experienced investors with a new platform. Enterprise software, financial
technology (“fin-tech”), and cybersecurity are examples of investment areas of focus for
specialty private equity managers.
C. Tailoring of Advisory Services to Advisory Clients
The advisory services we provide are to the client funds-of-funds. Therefore, the services
provided are tailored to the needs of the limited partner investors in each fund-of-funds.
Most of the details of the advisory services to be provided by us for each fund-of-funds are
clearly stated in the limited partnership agreement or a side letter. Certain advisory
services, which are more in the nature of back office administration, are clarified as the
relationship with each limited partner investor develops.
A component of our advisory services is to respond to requests for information by the
limited partners of the client, which includes requests by the limited partners’ consultants.
We routinely respond to limited partner requests to provide information in a specific format
or to complete a form or provide a report specific to a limited partner. Examples of this
would be to provide cash flows in a specific format to a consultant or to complete a
compliance form for a specific limited partner of a client.
Our experience is that the nature of client limited partner service requests changes over the
life span of the client fund-of-funds. The limited partners of the client may change
consultants, and the new consultant may, subject to the terms of confidentiality agreements,
request new information or old information in a new format. Changes in client investment
staff may result in changes in the frequency and content of routine reporting to staff;
however, the quarterly and annual reports mandated under limited partnership agreements
generally remain unchanged. A change in the investment climate may trigger a request.
Examples of such changes are the issue of gun control, changes in pay-to-play regulations,
and international human rights issues. When limited partners of a client update their
internal investment policies to respond to the external investment environment, they often
make new requests of us as advisor to the client fund-of-funds.
Client restrictions on types of investments
Our clients may impose restrictions on investing in private equity funds that invest in
certain securities or types of securities. The limited partnership agreement of the client
along with investor side letters, if applicable, specify the criteria for investments we select
for a given client. Examples of investment restrictions by a client may include:
1) Investment managers with less than $1 billion in capital commitments under
management
2) Investment stage (no early stage venture capital)
3) Geographic location (40-60% Midwest investments)
4) Industry (no real estate or oil & gas)
5) Demographic (50% of investments must be Minority or Women Business
Enterprises)
D. We do not participate in a wrap fee program.
E. All client assets are managed on a discretionary basis however separate accounts may
require special approvals or veto rights by the underlying investor. As of December 31,
2023, we managed $1,430,903,922 of client assets as follows:
Client
Assets Under
Management
Core Fund-of-Funds 1 $ 81,206,473
Core Fund-of-Funds 2 $ 285,332,204
Core Fund-of-Funds 3 $ 125,296,611
Targeted Investment Mandate Fund-of-Funds 1 $ 12,854,000
Targeted Investment Mandate Fund-of-Funds 2 $ 164,747,261
Targeted Investment Mandate Fund-of-Funds 3 $ 128,676,182
Targeted Investment Mandate Fund-of-Funds 4 $ 258,655,454
Targeted Investment Mandate Fund-of-Funds 5 $ 63,863,985
Targeted Investment Mandate Fund-of-Funds 6 $ 306,147,693
Special Inherited Fund-of-Funds $ 4,124,059
Total $1,430,903,922