Advisory Business
A. General Description of Advisory Firm.
The name of the advisory firm covered by this form is RFE Management Corporation (the
“Firm”). The Firm was formed on June 28, 1983. The owners of the Firm are Michael J.
Foster, James A. Parsons, Michael W. Rubel, Paul R. Schilpp (the “Principals”). Other
executive officers and stockholders of the Firm include Donald A. Juricic and Richard P.
Reiter, Jr. The Principals control the Firm, and have ultimate responsibility for the
management, operations and decisions made by the Firm.
The Firm is not a publicly held company. No individual or company owns 25% or more of
the Firm through subsidiaries (including intermediate subsidiaries).
B. Description of Advisory Services.
The Firm serves as the management company (with discretionary investment authority
through affiliated entities) for private pooled investment vehicles (each, a “Fund” and
collectively, the “Funds”), the securities of which are offered to investors on a private
placement basis.
The General Partner of each fund is a limited liability company and an affiliate of the Firm.
The Funds generally make private equity investments, consisting of equity-related, and/or
debt-related securities.
C. Availability of Customized Services for Individual Clients.
The Firm tailors its advisory services to the needs of the Funds by reference to the limited
partnership agreements and other “Governing Documents” (including the LPA, PPM,
Subscription Documents, and other relevant disclosure documents) of the Funds. Those
documents specify the investments permitted to be made by the Funds and limit the types
of securities that the Funds may acquire.
Each of the General Partners has entered into side letter agreements with specific investors,
the terms of which include disclosure obligations, co-investment opportunities (which are
not subject to the investment advisory fees and performance-based
compensation terms set
forth in the relevant Fund's constituent documents) and notice of certain legal proceedings,
among other provisions (but do not include modifications to the investment advisory fees
and performance-based compensation terms set forth in the relevant Fund's constituent
documents).
The Firm and the Funds also hire consultants to provide specialized services to portfolio
companies. Portfolio companies will reimburse the Firm or the relevant Fund, as
applicable, for such services, the costs of which are permitted expenses under each Fund's
constituent documents.
D. Wrap Fee Programs.
The Firm does not participate in wrap fee programs.
E. Assets Under Management.
The Firm manages approximately $761 million of assets on a discretionary basis as of the
date of this filing. This value includes the total unfunded committed capital by investors
to the Funds.
This Brochure generally includes information about the Firm and its relationships with its
clients and affiliates. While much of this Brochure applies to all such clients and affiliates,
certain information included herein applies to specific clients or affiliates only.
The descriptions set forth in this Brochure of specific advisory services that the Firm offers
to clients, and investment strategies pursued and investments made by the Firm on behalf
of its clients, should not be understood to limit in any way the Firm's investment activities.
The Firm may offer any advisory services, engage in any investment strategy and make
any investment, including any not described in this Brochure, that the Firm considers
appropriate, subject to each client's investment objectives and guidelines. The investment
strategies the Firm pursues are speculative and entail substantial risks. Clients should be
prepared to bear a substantial loss of capital. There can be no assurance that the investment
objectives of any client will be achieved.