A. RUBICON is a private investment firm that focuses primarily on investing in mature lower mid-
market technology companies. The Firm was established in 2012 with its principal office in
Boulder, Colorado and other offices in Palo Alto, California, and New Haven, Connecticut.
RUBICON serves as an investment adviser to pooled investment vehicles (the “Funds” or
“Clients,” and each a “Fund” or “Client”) that are exempt from registration under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). The Firm’s
principal owners are John Hodge, Jason Winsten, and Steve Carpenter who are managing
members. Andrew Gesell is an additional non-owner managing member.
B. RUBICON provides investment advisory services solely to the Funds with respect to the
identification, acquisition, management and disposition of, primarily, mature lower mid-
market enterprise software companies pursuant to management agreements between
RUBICON, the Funds and the general partner entities of each Fund (the “GP Entity” or “GP
Entities”).
From time to time
the Firm forms and manages, on a transaction-by-transaction basis, special
purpose vehicles to participate in investment opportunities, often alongside the Funds. All of
the vehicles described in this paragraph are referred to herein as “SPVs.” Unlike the Funds
which do not limit the Firm’s investment discretion, RUBICON is often limited to investing only
in the securities relating to the particular transaction for which the SPV was organized.
C. Each Fund and SPV has a specific investment focus. The offering materials and governing
documents of each Fund and SPV set forth these specific guidelines and restrictions, which
include, among other things, limits on the size, concentration, geography and type of security
of the Fund’s underlying portfolio investments. Investors in such Fund (the “Investors”) do
not have the ability to impose specific investment objectives or restrictions on such Fund.
D. The Firm does not participate in wrap fee programs.
E. As of December 31, 2023, RUBICON managed $3,978,022,464 in Clients’ assets on a
discretionary basis and $0 on a non-discretionary basis.