A. Rock Hill Capital Group, LLC (along with its affiliates, “Rock Hill” or the “Firm”), a Delaware limited
liability company, was formed in 2007. Rock Hill’s main office and principal place of business is located
in Houston, Texas. As of the date of this filing, Rock Hill has approximately 5 employees. The Firm is
controlled by its principal owners Randall Hale, Jeff Christman, and Ryan Shelton.
B. Rock Hill serves as an investment adviser to its clients, which are pooled investment vehicles including:
(i) Rock Hill Capital I, LP; (ii) Rock Hill Capital II, LP; and (iii) Rock Hill Capital III, LP (each a “Fund” or
a Client, and collectively, the “Clients” or the “Funds”). The Funds are exempt from registration under
the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to either
Sections 3(c)(1) or 3(c)(7) of the Investment Company Act. In connection with the advisory services
provided by the Firm, Rock Hill is affiliated with three entities that serve as general partners to the
Funds: (i) Rock Hill Capital I, GP, LLC; (ii) Rock Hill Capital II, GP, LLC; and (iii) Rock Hill Capital III,
GP, LLC.
Unless otherwise noted, all capitalized terms in this Brochure not defined herein are defined in the
Firm’s Funds’ offering memoranda, governing documents, subscription agreements, side letters,
investment management agreements and any other organizational or legal documents (the “Operating
Documents”).
C. Rock Hill provides discretionary investment advisory services to the
Funds. The Funds seek to invest
in small to lower middle market industrial companies operating in the Gulf Coast and Southeast regions
of the United States. Typically, the Funds invest primarily in companies offering services including, but
not limited to, petrochemical and refining, energy, environmental, industrial maintenance and
inspection, industrial transportation, maritime, pipeline/midstream, sea shipping and waste
management
D. Investment advice is provided directly to each Fund and not specifically to the underlying investors in
the Funds. Rock Hill provides investment advisory services to each Fund in accordance with the
investment objectives and limitations set forth in each Fund’s Operating Documents. Rock Hill adopts
and implements similar strategies for its Funds; however, each Fund is unique and may differ in its
investing approach, investment types and/or investment limitations, as specified in each Fund’s
Operating Documents.
Rock Hill may enter into one or more agreements, commonly referred to as “side letters”, with certain
investors under which Rock Hill grants specific rights, benefits or privileges. Such agreements will only
be disclosed to those actual or potential investors that have separately negotiated with the Firm for the
right to review such agreements.
E. Rock Hill does not participate in wrap free programs.
F. As of December 31, 2023, Rock Hill managed approximately $202,393,197 in assets on a discretionary
basis and $0 in assets on a non-discretionary basis.