Firm Description
Founded in 2007 as predecessor entity Rockbridge Growth Equity, LLC by Daniel Gilbert, Brian
Hermelin and Kevin Prokop to serve as a private equity firm affiliated with Rock Holdings Inc., the
holding company for Rocket (NYSE: RKT) and other companies owned by Mr. Gilbert (the Family of
Companies, or “FOC”), Rockbridge Growth Equity Management, L.P. (“Rockbridge Growth Equity
Management” or the “Firm) is a Detroit based private equity firm wholly owned by Messrs. Hermelin
and Prokop.
Rockbridge Growth Equity Management serves as an investment adviser and provides investment
advisory services to private investment funds exempt from registration under the Investment Company
Act of 1940 (the “Investment Company Act”). Specifically, Rockbridge Growth Equity Management
provides investment management services to the following private funds: RB Equity Fund I, L.P. and
RB Equity Fund I-A, L.P. (collectively, “RB Fund I”); RB Equity Fund II, L.P. and RB Equity Fund
II-A, L.P. (collectively, “RB Fund II”); and RB Equity Fund III, L.P. and RB Equity Fund III-A, L.P.
(collectively, “RB Fund III” and together with RB Fund I and RB Fund II, the “Main Funds”).
Rockbridge Growth Equity Management also provides investment advisory services to co-investment
special purpose funds established to invest alongside a Fund in portfolio companies (the “Co-
Investment Funds” and together with the Main Funds, the “Funds”, unless the context otherwise
requires) on both a discretionary and non-discretionary basis (the “Non-Discretionary Co-Investment
Fund”). In certain circumstances, as more fully described in Item 7 below, the Firm permits certain
investors and third parties to co-invest alongside a Fund directly into a portfolio company. Unlike the
Co-Investment Funds mentioned above, such direct co-investments are not considered Funds or clients
of Rockbridge Growth Equity Management.
Each Fund structure and Co-Investment Fund has a designated general partner with authority to make
investment decisions on behalf of the Funds (each, a “General Partner,” and collectively, the “General
Partners”). Each General Partner is subject to the Advisers Act pursuant to Rockbridge Growth Equity
Management’s registration in accordance with SEC guidance. This Brochure also describes the business
practices of the General Partners, which operate as a single advisory business together with Rockbridge
Growth Equity Management. 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 Partners maintain ultimate authority over each Fund, Rockbridge Growth Equity
Management has been appointed to the role of investment adviser to carry out certain of the General
Partner’s responsibilities.
Investment Advisory Services
The Funds make investments through privately negotiated transactions in operating companies,
generally referred to as “portfolio 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 Rockbridge Growth Equity Management or its affiliates generally serve on such
portfolio companies’ respective boards of directors or otherwise act to influence control over
management of portfolio companies in which the Funds have invested. Additionally, in some cases,
Rockbridge Growth Equity Management will more directly influence the day-to-day management of a
portfolio company
by recruiting and installing certain individuals in various leadership roles, such as
chief executive officer, chief operating officer, chief financial officer or in other roles. Rockbridge
Growth Equity Management’s investment advisory services to the Funds consist of identifying and
evaluating investment opportunities, negotiating the terms of investments, managing and monitoring
investments and achieving dispositions for such investments. Investments are made predominantly in
non-public companies, although investments in public companies are permitted in certain instances.
Rockbridge Growth Equity Management’s advisory services to the Funds are detailed in and governed
by the relevant private placement memoranda or other offering documents, limited partnership or other
operating agreements or governing documents of the Funds, subscription agreements and side letter
agreements (the “Governing Fund Documents”) and investors determine the suitability of an
investment in a Fund based on, among other things, the Governing Fund Documents. The Firm does
not seek nor require investor approval regarding each investment decision.
Rockbridge Growth Equity Management’s investment advice and authority for each Fund is tailored to
the investment objectives of that Fund; with the exception of the Non-Discretionary Co-Investment
Fund, Rockbridge Growth Equity Management does not tailor its advisory services to the individual
needs of investors in its Funds. Investors in the Funds participate in the overall investment program
for the applicable Fund, but in certain circumstances can be excused from a particular investment due
to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Governing Fund
Documents. In accordance with industry common practice, the Funds or the General Partners have
entered into side letters or other similar agreements with certain investors including those who make
substantial commitments of capital or were early-stage investors in the Funds, or for other reasons in
the sole discretion of Rockbridge Growth Equity Management, in each case that have the effect of
establishing rights (including economic or other terms) under, or altering or supplementing the terms
of, the Governing Fund Document(s) with respect to such investors. Examples of side letters entered
into include provisions whereby investors have expressed an interest in participating in co-investment
opportunities, advisory board representation, notification provisions, certain fee provisions, reporting
requirements and most favored nations provisions, 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 September 2024, Rockbridge Growth Equity Management 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. Side letters are negotiated at the time of the relevant
investor’s capital commitment, and once invested in a Fund, investors generally cannot impose
additional investment guidelines or restrictions on such Fund. There can be no assurance that the side
letter rights granted to one or more investors will not in certain cases disadvantage other investors.
Regulatory Assets Under Management
As of December 31, 2023, Rockbridge Growth Equity Management managed $1.771 billion in client
regulatory assets under management. Of this amount, $1.630 billion is managed on a discretionary
basis and $140,930,878 is managed on a non-discretionary basis.