Item 5 – Performance Based Fees and Side‐by‐Side Management ................................................................. 6
Item 6 – Types of Clients .................................................................................................................................. 6
Item 7 – Methods of Analysis, Investment Strategies and Risk of Loss............................................................. 7
Item 8 – Disciplinary Information ..................................................................................................................14
Item 9 – Other Financial Industry Activities and Affiliations...........................................................................14
Item 10 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..................15
Item 11 – Brokerage Practices ........................................................................................................................16
Item 12 – Review of Accounts ........................................................................................................................17
Item 13 – Client Referrals and Other Compensation ......................................................................................17
Item 14 – Custody ..........................................................................................................................................17
Item 15 – Investment Discretion ....................................................................................................................18
Item 16 – Voting Client Securities ..................................................................................................................18
Item 17 – Financial Information .....................................................................................................................18
Item 3 – Advisory Business
Forest Hill was established in 2000 to manage internal partner capital as well as that of a few select investors.
Over the years, the firm has grown to serve clients worldwide, including foundations and endowments,
pension funds, high net worth individuals, and family offices. Forest Hill has been registered as an investment
adviser with the SEC since January 2004.
Mark A. Lee, Founder and principal owner of Forest Hill, has served as Chief Investment Officer as well as
Senior Portfolio Manager since inception. The firm oversees approximately $258,222,212 in total
regulatory assets under management as of December 31, 2023 via multiple alternative investment
strategies on a discretionary basis, specializing in long/short equities. The firm does not manage any client
assets on a non‐discretionary basis. The firm currently advises two Delaware limited partnerships and a
British Virgin Islands business company (the “fund clients”), as well as separately managed accounts for
clients such as high net worth individuals ("managed account clients," and, together with the fund clients,
the "clients"). Investment subscriptions are private transactions made available only to the firm’s employees
and affiliates, accredited investors, and qualified clients.
Forest Hill tailors its advisory services to the needs of its clients, and adheres to the investment strategy set
forth in each client’s private placement memorandum or managed account agreement. Our fund clients’
private placement memoranda allow for investing in a broad array of securities and financial instruments
to the end of achieving their investment objectives. For our managed account clients, we first gather
information on each individual client to understand its investment objective and financial situation. We
then execute an advisory agreement that defines that client’s investment objective, which we follow
conscientiously. Such advisory agreements, together with the offering documents of our fund clients, are
referred to herein as our clients’ “governing documents.”
The firm serves as general partner and investment manager of its fund clients and as investment manager to
its managed account clients. The Investment Manager currently pursues two investment strategies
described below.
Forest Hill Select Strategy
Forest Hill Select Fund, L.P., established in January 2002, pursues the Forest Hill Select Strategy (“FHS”), a long
biased, long/short equity strategy predominantly focused on investing in the common equity of publicly
traded companies that are headquartered or have meaningful operations in the United States. FHS’s returns
are dependent upon individual stock selection and the tactical portfolio management of the collective
exposure levels. FHS seeks to profit from long investments that are purchased at discounts relative to
historical averages with the expectation of mean reversion due to improving financial performance. FHS
seeks to profit from short investments that are overvalued and are expected to experience deterioration
in financial performance. FHS is designed to achieve a more favorable long‐term risk adjusted return versus
the broader equity market.
Forest Hill Strategic Value Strategy
Forest Hill Strategic Value Fund, L.P. (the “Master Fund”), beginning date of November 1, 2013, and Forest Hill
Strategic Value Offshore, Ltd. (the “Feeder Fund”), beginning date of November 1, 2018, operate in a mini‐
master fund structure and pursue the Forest Hill Strategic Value Strategy (“FHSV”), established in February
2009
via a separately managed account to recapture value in healthy community and regional business
focused banks that were negatively impacted during the industry’s devaluation resulting from the global
financial crisis of 2008. FHSV pursues a directionally long investment strategy dedicated to deploying capital
in the common equity of publicly traded community and regional banks located primarily in the United States
that possess strong capital ratios, trade at discount valuations relative to historical averages, and have the
ability to enhance shareholder value through execution of offensive consolidation strategies. FHSV seeks
investments in attractively positioned business focused banks located in viable markets that are expected to
benefit from diminished competition and a more favorable pricing environment. Investment returns are
dependent upon individual stock selection, portfolio construction and tactical management.
We do not participate in wrap fee programs.
This firm brochure is not an offer to invest in our clients.
Forest Hill is compensated as general partner or investment manager generally based on a percentage of
assets under management and performance‐based fees. Our basic fee schedule is as follows:
Forest Hill Select Fund, L.P.: Forest Hill charges and deducts a monthly management fee, payable in
advance, at the annual rate of 1.5% of the value of the capital account of each limited partner on the first day
of the month. Forest Hill takes from each capital account (and reallocates to its own account as general
partner) an annual performance‐based profit allocation in an amount equal to 20% of a capital account’s
net annual return for its fiscal year, subject to a high water mark provision. Fees are generally non‐negotiable.
Forest Hill Strategic Value Fund, L.P.: Forest Hill charges and deducts a monthly management fee, payable in
advance, at the annual rate of 1.0% of the value of the capital account of each limited partner on the first
day of the month with respect to each Series A limited partner interest and at an annual rate of 1.25% of the
value of the account on the first day of the month with respect to each Series B limited partner interest.
Forest Hill takes from each capital account (and reallocates to its own account as general partner) an
annual performance‐based profit allocation in an amount equal to 20% of an account’s net annual return
for its fiscal year, subject to a high water mark provision and a non‐cumulative 5% annual hurdle rate. Fees
are generally non‐negotiable.
Forest Hill Strategic Value Offshore, Ltd.: Forest Hill charges and deducts a monthly management fee,
payable in advance, at the annual rate of 1.0% of the value of the each sub‐account at the Master Fund level
corresponding to each shareholder’s sub‐series of shares on the first day of the month with respect to each
Series A Share and at an annual rate of 1.25% of the value of each sub‐account at the Master Fund level
corresponding to each shareholder’s sub‐series of shares on the first day of the month with respect to each
Series B Share. Forest Hill takes from each sub‐account at the Master Fund level corresponding to each
shareholder’s sub‐series of shares (and reallocates to its own account as general partner) an annual
performance‐based profit allocation in an amount equal to 20% of each sub‐account at the Master Fund level
corresponding to each shareholder’s sub‐series of shares net annual return for its fiscal year, subject to a
high water mark provision and a non‐cumulative 5% annual hurdle rate. Fees are generally non‐negotiable.
Forest Hill Select Fund, L.P. and Forest Hill Strategic Value Fund, L.P./Forest Hill Strategic Value Offshore, Ltd.
bear all of their own expenses. Such expenses include, if applicable, but are not limited to: fund
administration including accounting, audit, and legal expenses, filing fees, brokerage commissions, custody
fees, taxes, proxies and interest charges on debit balances. For more information on brokerage transactions
and costs, please see Item 12: Brokerage Practices.
Although fees are generally non‐negotiable, we have entered into side letter arrangements with certain
investors in our Forest Hill Strategic Value Strategy funds, in which we have granted them, among
other things, preferential terms related to asset‐based management fees or performance‐based
compensation.
Each fund client’s private placement memorandum contains further details on fees and expenses charged to
the fund and the capital accounts of the limited partners or shares of investors.
Separately Managed Accounts: Fees on separately managed accounts are negotiable and detailed in the
investment management agreement for each account. Accounts can be tailored to the specific needs of the
institutional investor or other managed account client. Forest Hill generally charges management and
performance‐based fees on such accounts. Accounts are billed quarterly in arrears based on month‐end
account values or quarterly in arrears based on the quarter‐end account value for management fees, and
performance fees are billed at the end of each performance period, as such term may be defined in the
investment management agreement for each account.
None of our clients pay performance‐based compensation in advance. Neither our firm nor our principals or
employees receives any transaction‐based compensation for the sale of securities or other investment
products.