A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
Founded in 1971, Frontenac is a lower middle market buyout firm based in Chicago, Illinois that
invests in high-quality, closely-held companies through its private funds. Frontenac works with the
owners of mid-sized businesses, typically families or entrepreneurs, as they address complex transition
issues of liquidity, management enhancement and growth planning. The Firm makes control
investments in profitable, family or entrepreneur-owned companies in the industrial, consumer and
services sectors (the “Core Sectors”) with enterprise values between $50 and $150 million at initial
closing, pursuant to its CEO1ST® approach. Frontenac leverages the experience, network and
internally developed processes of its team, including its Portfolio Resources Group (also known as
and defined in the Governing Documents as the Operations Group), to generate returns for investors
through portfolio companies’ growth in size and operating profits, supplemented with debt pay down
and multiple expansion.
Frontenac serves as the investment manager for and provides discretionary advisory services to several
private equity funds (each, a “Fund”), which are typically formed in groups (“Fund Groups”) of two
parallel entities in order to accommodate different investor types or qualifications. Funds from the
same Fund Group invest proportionally in portfolio companies (based on capital commitments). The
Funds are Frontenac’s clients and the Firm does not advise any individual investors or dedicated co-
investment vehicles.
Frontenac currently manages the following Fund Groups: Frontenac XII Private Capital Limited
Partnership and its parallel Fund, Frontenac XII Private Capital (Parallel) (collectively, “Frontenac
XII”); Frontenac XI Private Capital (A) Limited Partnership and its parallel Fund, Frontenac XI
Private Capital (Parallel) (A) Limited Partnership (collectively, “Frontenac XI”); Frontenac XI Private
Capital (M) Limited Partnership and Frontenac XI Private Capital (Parallel) (M) Limited Partnership
(collectively, the “Continuation Vehicle”); and Frontenac X Private Capital Limited Partnership and
its parallel Fund, Frontenac X Private Capital (Parallel) Limited Partnership (collectively, “Frontenac
X”).
In certain circumstances, as more fully described in Item 7 below, the Firm also permits certain
investors and third parties to co-invest directly into a portfolio company. Such direct co-investments
are not considered Funds or clients of Frontenac.
When forming Funds, Frontenac forms special purpose vehicles to serve as the general partner
(“General Partner”) of each Fund. These General Partners are deemed registered with the SEC
pursuant to Frontenac’s registration as an investment adviser under the Investment Advisers Act of
1940, as amended, and the rules and regulations promulgated thereunder (“Advisers Act”), in
accordance with SEC guidance. The applicable General Partner of each Fund retains investment
discretion and investors in the Funds do not participate in the control or management of the Funds.
While the General Partner of each Fund maintains ultimate authority over the respective Funds,
Frontenac has been delegated the role of investment adviser. For a complete list of the Funds and
their General Partners, please see the portion of Frontenac’s Form ADV Part 1, Schedule D, Section
7.A and Section 7.B.(1).
Principal Owners
Frontenac is owned by Senior Partner Paul Carbery and Managing Partners Walter Florence, Ronald
Kuehl and Michael Langdon. For more information about Frontenac’s ownership, see Frontenac’s
ADV Part 1, Schedule A.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
Frontenac offers investment advisory services as a private equity fund manager to the Funds. The
Funds invest in portfolio companies through privately negotiated transactions in nonpublic
companies. Each portfolio company has its own independent management team responsible for
managing its day-to-day operations, although the senior principals or other personnel of, and/or third
parties appointed by (including CEO1ST executives), Frontenac will generally serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management of
the portfolio companies held by the Funds.
In addition, in some cases, Frontenac will more directly
influence the day-to-day management of a portfolio company by recruiting certain individuals in
various leadership roles, such as chief executive officer, chief operating officer, chief financial officer
or in other roles. Frontenac’s investment advisory services to the Funds consist of identifying and
evaluating investment opportunities, negotiating the terms of investments, managing and monitoring
investments and ultimately achieving dispositions of those investments.
Although Frontenac does not generally limit itself to investing in particular industries, it has expertise
in the industrial, consumer and services sectors and seeks to make majority and control equity
investments in family or founder-owned businesses within these sectors. From time to time, however,
Frontenac has also caused a Fund to invest in corporate spin-offs, companies owned by other private
equity firms, private investments in public equity (PIPEs), preferred stock and debt or convertible
debt securities of existing portfolio companies.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
Frontenac’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund. Such objectives are described in and governed by the private placement memorandum,
limited partnership agreement, investment advisory agreements, subscription documents, side letters
and other governing documents of the relevant Fund (collectively, “Governing Documents”) and
Fund investors determine the suitability of an investment in a Fund based on, among other things, the
Governing Documents.
While Frontenac’s investment advisory services are tailored to each Fund, they are not tailored to each
Fund investor. However, investors considering an investment in a Fund are provided with copies of
the applicable Governing Documents and are encouraged to meet in person with Frontenac personnel
prior to making an investment decision. In addition to reviewing the relevant Governing Documents,
Frontenac encourages prospective investors to conduct careful due diligence of their potential
investments in a Fund by reviewing supplemental information and materials made available in a secure
data room that Frontenac establishes and maintains during fundraising for a new fund. Frontenac
also routinely responds to ad hoc requests from prospective investors for further information or
analyses that will aid their investment evaluation.
Investors in the Funds participate in the overall investment program for the applicable Fund and
generally cannot be excused from a particular investment except in certain circumstances pursuant to
the terms of the applicable Governing Documents. In accordance with industry common practice,
Frontenac, in its sole discretion, has entered into side letters or similar agreements with certain
investors that have the effect of establishing rights under, or altering or supplementing, a Fund’s
Governing Documents. Examples of side letters entered into include, but are not limited to, certain
fee arrangements, provisions whereby investors have expressed an interest in participating in co-
investment opportunities, notification provisions, reporting requirements, tax assistance,
confidentiality, advisory board representation, exclusions from investing in certain regulated
industries, among others. These rights, benefits or privileges are not always made available to all
investors, consistent with the Governing Documents and general market practice. Commencing in
March 2025, Frontenac will make required disclosure of certain side letters to all investors (and in
certain cases, to prospective investors) in accordance with the new Private Fund Rule. There can be
no assurance that the side letter rights granted to one or more investors will not in certain cases
disadvantage other investors.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
Frontenac does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, Frontenac managed regulatory assets of approximately $1.446 billion on a
discretionary basis. Frontenac does not manage any assets on a non-discretionary basis.